Exhibit 99.3
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT made this 29th day of November, 1996 by SAF T LOK
INCORPORATED, a Florida corporation (the "Company"), in favor of MOYLE,
FLANIGAN, XXXX, XXXXXX, XXXXXXX & XXXXXXX, P.A., a Florida professional
association (the "Holder").
AGREEMENT:
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company has agreed, among other things, to grant the
Holder the Option (as herein defined).
1. Grant. The Company hereby grants to Holder the right to purchase twenty
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two thousand five hundred (22,500) newly-issued shares (the "Shares") of the
Company's common stock, $0.01 par value (the "Common Stock"), exercisable
through December 31, 2001 (the "Option").
2. Exercise Price. The exercise price per share for which all or any of the
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Shares may be purchased pursuant to the terms of the Option is two dollars and
fifty cents ($2.50) (the "Exercise Price").
3. Exercise. The Option may be exercised by the Holder upon delivery of
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written notice of intent to exercise in the form attached hereto as Exhibit "A"
to the Company at the following address: 00000 X.X. Xxxxxxx Xxxxxxx, Xxxxxxxx,
Xxxxxxx 000000, or such other address as the Company shall designate in a
written notice to the Holder, together with this Agreement and a check payable
to the Company for the aggregate Exercise Price of the Shares so purchased. Upon
exercise of the Option as aforesaid, the Company shall, as promptly as
practicable, and in any event within thirty (30) days thereafter, execute and
deliver to the Holder a certificate or certificates for the total number of
whole Shares for which the Option is being exercised. If the Option shall be
exercised with respect to less than all of the Shares, the Holder shall be
entitled to receive a new Agreement covering the number of Shares in respect of
which the Option shall not have been exercised, which new Agreement shall in all
other respects be identical to this Agreement. The Company covenants and agrees
that it shall pay when due any and all state and federal issue taxes which may
be payable in respect of the issuance of the Option or the issuance of any
Shares upon exercise of the Option.
4. Covenants and Conditions. The above provisions are subject to the
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following:
(a) Neither the Option nor the Shares have been registered under the
Securities Act of 1933, as amended (the "Securities Act") or any state
securities laws (the "Blue Sky Laws"). The Option has been acquired for
investment purposes and not with a view to distribution or resale and may not be
pledged, hypothecated, sold, made subject to a security interest, or otherwise
transferred without (i) an effective registration statement under the Securities
Act and applicable Blue Sky Laws, or (ii) an option of counsel, which opinion
and counsel shall be reasonably satisfactory to the Company and its counsel,
that registration is not required under the Securities Act or under any other
applicable Blue Sky Laws. Transfer of the Shares issued upon the exercise of
the Option shall be restricted in the same manner and to the same extent as the
Option and the certificates representing such Shares shall bear substantially
the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE
TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH
APPLICABLE STATE SECURITIES LAW SHALL HAVE BECOME EFFECTIVE WITH
REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE
SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED
TRANSFER.
The Holder agrees to execute such other documents and instruments as counsel for
the Company reasonably deems necessary to effect the compliance of the issuance
of the Option and any Shares issued upon exercise of the Option with applicable
federal and state securities laws.
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(b) The Company covenants and agrees that all Shares which may be issued
upon exercise of the Option shall upon issuance and payment therefor, be legally
and validly issued and outstanding, fully paid and nonassessable, free from all
taxes, liens, charges and preemptive rights, if any, with respect thereto or to
the issuance thereof. The Company shall at all times reserve and keep available
for issuance upon the exercise of the Option such number of authorized but
unissued shares of Common Stock as will be sufficient to permit the exercise in
full of the Option.
5. Transfer of Option. The Option may not be transferred, in whole or in
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part. In the event of the death or final determination of legal incapacity of
the Holder during such time as the Holder shall possess the Option granted
hereunder, the personal representative of the Holder may, for a period of ninety
(90) days following the date of death or final determination of legal
incapacity, exercise the Option to the extent that the Holder was entitled to
exercise the Option on such date. Any person so desiring to exercise the Option
shall be required, as condition to the exercise of the Option, to furnish to the
Company such documentation as the company shall deem necessary to evident the
authority of such person to exercise the Option on behalf of the Holder.
6. Adjust Upon Changes in Capitalization.
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(a) If all or any portion of the Option shall be exercised subsequent to
any stock split, stock dividend, recapitalization, combination of shares of the
Company, or other similar event occurring after the date hereof, then the Holder
exercising the Option shall receive, for the aggregate price paid upon the
exercise, the aggregate number and class of shares which the Holder would have
received if the Option had been exercised immediately prior to such stock slit,
stock dividend, recapitalization, combination of shares, or other similar event.
If any adjustment under this paragraph 6(a) would create a fractional share of
Common Stock or a right to acquire a fractional share of Common Stock, such
fractional share shall be disregarded and the number of shares subject to the
Option shall be the next higher number of shares, rounding all fractions upward.
Whenever there shall be an adjustment pursuant to this paragraph 6(a), the
Company shall forthwith notify the Holder of such adjustment, setting forth in
reasonable detail the event requiring the adjustment and the method by which
such adjustment was calculated.
(b) If all or any portion of the Option shall be exercised subsequent to
any merger, consolidation, exchange of shares, separation, reorganization or
liquidation of the Company or other similar event occurring after the date
hereof, as a result of which shares of Common Stock shall be changed into the
same or a different number of shares of the same or another class or classes of
securities of the Company or another entity, then the Holder exercising the
Option shall receive, for the aggregate price paid upon such exercise, the
aggregate number and the class of shares which the Holder would have received if
the Option had been exercised immediately prior to such merger, consolidation,
exchange of shares, separation, reorganization or liquidation, or other similar
event. It any adjustment under this paragraph 6(b) would create a fractional
share of Common Stock or a right to acquire a fractional share of Common Stock,
such fractional share shall be disregarded and the number of shares subject to
this Option shall be the next higher number of shares, rounding all fractions
upward. Whenever there shall be an adjustment pursuant to this paragraph 6(b),
the Company shall forthwith notify the Holder of such adjustment, setting forth
in reasonable detail the event requiring the adjustment and the method by which
such adjustment was calculated.
7. Notices. The Company shall provide the Holder with a copy of any notice
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that the company is required to provide those persons holding shares of the
Common Stock on the same date such persons receive such notice.
8. Loss, Destruction, Etc. of Agreement. Upon receipt of evidence
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satisfactory to the Company of the loss, theft, mutilation or destruction of
this Agreement, and in the case of any such loss, theft or destruction, upon
delivery of a bond of indemnity in such form and amount as shall be reasonably
satisfactory to the Company, or in the event of such mutilation, upon surrender
and cancellation of the Agreement, the Company shall make and deliver a new
Agreement of like tenor in lieu of such lost, stolen, destroyed or mutilated
Agreement. Any Agreement executed and delivered under the provisions of this
paragraph 8 in lieu of any Agreement alleged to be lost, destroyed or stolen, or
in lieu of any mutilated Agreement, shall constitute an original contractual
obligation on the part of the Company.
IN WITNESS WHEREOF, the Company and the Holder have executed this Stock Option
Agreement as of the date first above written.
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SAF T LOK INCORPORATED
By:____________________________________________
Xxxxxxxx X. Xxxxxx, Chairman
MOYLE, FLANIGAN, XXXX, XXXXXX, XXXXXXX & XXXXXXX, P.A.
By:____________________________________________
Xxx X. Xxxxx, President
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Exhibit "A" to
Stock Option Agreement dated November 29, 1996
NOTICE OF EXERCISE OF OPTION TO PURCHASE
SHARES OF COMMON STOCK
OF SAF T LOK INCORPORATED
The undersigned does by this notice request that Saf T Lok Incorporated, a
Florida corporation (the "Company"), issue to the undersigned twenty two
thousand five huindred shares of Common Stock specified below (the "Shares") at
the price per share specified below pursuant to the exercise of the
undersigned's option under the Stock Option Agreement (the "Agreement") dated
November 29, 1996 between the undersigned and the Company.
Simultaneously herewith, the undersigned delivers to the Company the purchase
price for the Shares (i.e., that amount which is obtained by multiplying the
number of Shares for which the Option is being exercised by the price
specified), by good check.
The undersigned hereby represents and warrants that the undersigned is acquiring
the Shares for the undersigned's own account and not on behalf of any other
person and without any present view to making a public offering or distribution
of same and without any present intention of selling same at any particular time
or at any particular price or upon the occurrence of any particular event or
circumstance.
The undersigned acknowledges and understands that in connection with the
acquisition of the Shares by the undersigned:
1. The Company has informed the undersigned that the Shares are not registered
under the Securities Act of 1933, as amended (the "Act"), or applicable state
securities or Blue Sky Law or laws, and thus the Shares may not be transferred
or otherwise disposed of until the Shares are subsequently registered under the
Act and the applicable state securities or Blue Sky law or laws or an exemption
from such registration requirements is available.
2. The undersigned had been informed that a legend referring to the
restrictions indicated herein on transferability and sale will be placed upon
the certificate(s) evidencing the Shares.
3. If the undersigned is required to file a Form 144 with the Securities and
Exchange Commission in connection with sales of the shares pursuant to Rule 144
under the Act, the undersigned shall mail a copy of such form to the Company at
the same time and each time the undersigned mails a copy to the Securities and
Exchange Commission.
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A. Date of Stock Option Agreement: November 29, 1996.
B. Number of Shares covered by Agreement: 22,500.
C. Number of shares of Common Stock actually to be purchased at this time:
22,500
D. Exercise price per share: $2.50
E. Aggregate price to be paid for Shares actually purchased (D multiplied by
C): $56,250
Dated:_______________________
Very truly yours,
___________________________________________
MOYLE, FLANIGAN, XXXX, XXXXXX, XXXXXXX & XXXXXXX, P.A.
BY:________________________________________________
Name;__________________________________________
Title: ___________________________________________
Address: 000 X. Xxxxxxx Xx.
Xxxx Xxxx Xxxxx, XX
00000-0000
ACCEPTED:
SAF T LOK INCORPORATED
By:_________________________________________
Title:________________________________________
Dated:_______________________________________
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