Exhibit 10.22
OPTION AGREEMENT
THIS AGREEMENT is made and entered into on this 30th day of September, 1996
by and between American Physicians Service Group, Inc. ("APS"), a Delaware
corporation, and XX. Xxxxxx Xxxxxxxx, an individual ("Stockholder").
IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. Identification of Exsorbet Industries. Inc. Exsorbet Industries, Inc. is
an Idaho corporation, having its principal place of business in Jackson,
Mississippi. The only class of common stock of Exsorbet Industries, Inc. trades
on the Nasdaq Stock Market, Inc. SmallCap Market under the symbol "EXSO". As
used herein, the term "Exsorbet" shall refer to Exsorbet Industries, Inc. and
its successors.
2. Disclosures. Stockholder has disclosed to APS that Exsorbet, through its
Board of Directors, has proposed merger into a Delaware corporation, whereby tne
Delaware corporation would be the surviving corporation, and changing the name
of Exsorbet to Consolidated EcoSysterns, Inc. The term "Exsorbet" shall refer to
such surviving or successor corporation in the event that such merger and/or
name change is approved.
3. Representations. Stocknolder has made no representadons to APS
concerning the financial condition of Exsorbet and its subsidiaries. Stockholder
has made no representations or warranties concerning the future value of
Exsorbet stock, future earnings of Exsorbet, or any other representations
concerning Exsorbet, except as are identified herein.
4. Stock Ownership. Stockholder is the owner of 0 shares of common stock of
Exsorbet, such shares having been issued pursuant to Rule 000 xx xxx Xxxxxx
Xxxxxx Securities and Exchange Commission ("Rule 144"). Such shares of common
stock are subject to the provisions of Rule 144 and all applicable state and
federal securities regulations and statutes. Stockholder will not transfer or
assign any of such stock until expiration of this option agreement.
5. Option Agreements. Stockholder possesses a present right to acquire
335,000 shares of common stock of Exsorbet pursuant to an option agreement or
agreements, copies of which are attached hereto. Stockholder will not transfer,
extinguish or assign any of such options or rights thereunder until expiration
of this option agreement.
6. Option Grant to APS. For a period of sixty days after September 30,
1996, Stockholder grants to APS an exclusive right to acquire 0 shares of common
stock of Exsorbet, representing a portion of those shares identified in
paragraph 4, above. The acquisition price shall be $2.75 per share.
7. Additional Option Grant to APS. For a period of sixty days after
September 30, 1996, Stockholder grants to APS an exclusive right to acquire
167,500 shares of common stock of Exsorbet, by exercising such portion of the
options identified in paragraph 5, above as necessary to acquire such number of
shares. The acquisition price shall be S2.75 per share.
8. Exercising of Stock Options. Stockholder warrants and covenants with
APS that he will, upon exercising of the option specified in paragraph 6 or
7, above, exercise the option agreements with Exsorbet, acquiring the number
of shares being ultimately transferrable to APS. Such option exercise shall
occur within two business days of notification by APS that it is exercising
the option specified herein.
9. APS Agreements. APS: (A) understands that the Exsorbet stock has not
been, and will not be, registered under the Securities Act, or under any state
securities laws, and are being offered and sold in reliance upon federal and
state exemptdons for transactions not involving any public offering; (B) is
acquiring the Exsorbet stock for its own account for investment purposes, and
not with a view to the distribution thereof; (C) is a sophisticated investor
with knowledge and experience in business and financial matters, (D) has
received or will receive certain information concerning Exsorbet and has had the
opportunity to obtain additional information as desired in order to evaluate the
merits and the risks inherent in holding the Exsorbet stock; (E) is able to bear
the economic risk and lack of liquidity inherent in holding the Exsorbet stock;
and (F) is an Accredited Investor, as defined in Regulation D promulgated
pursuant to the Secunties Act of 1933, as amended.
10. Paragraph Headings. Paragraph Headings, being the underlined portion at
the beginning of each section, are intended for assistance only and shall not
alter, modify, amend, or change the meanings of the written paragraphs.
11. Construction. This Agreement shall be liberally construed in favor of
granting an exclusive option upon the terms specified herein. In furtherance
thereof, this Agreement shall be construed in accordance with the laws and
statutes of the State of Texas, being the principal place of business of APS.
12. Advice to Seek Legal Counsel. Stockholder has sought and obtained the
advice of counsel prior to entering this Agreement or has been strongly advised
to obtain legal counsel concerning the advisability of entering this Agreement.
In entering this Agreement, Stockholder is not relying upon any statements,
representations, or opinions of: (a) any attomeys or counsel for or of Exsorbet
or APS; (b) any representatives, agents, officers, employees, or directors of
Exsorbet Industries, Inc., its subsidiaries, or APS; or (c) any person other
than his retained legal attorney.
13. Notices. Notices to Stockholder shall be delivered to: Xx Xxxxxxxx
Notices to APS shall be delivered to: Xxxxx Xxxx, Xx., 0000 Xxxxxxx xx
Xxxxx Xxxxxxx, Xxxxx X-000, Xxxxxx, XX 00000.
All notices shall be delivered by certified mail with a retum receipt
requested, by ovemight courier, or by facsimile. All notices shall be complete
upon delivery.
14. Cooperation. Stockholder agrees to fully cooperate with APS in the
event that APS elects to exercise any rights under this Agreement. Stockholder
shall take no action which would obstruct the ability of APS to exercise its
rights under this Agreement.
15. Procedure for Exercising Option. APS may exercise its rights under this
Agreement by giving written notice to the Sharebolder in the manner specified in
paragraph 13, above. Such written notice shall be in any reasonable form
sufficient to notify Stockholder of the exercising of the option. Full payment
shall be due upon the delivery of any or all shares from Stockholder to APS.
Upon exercising of any options, Stockholder shall arrange for: (i) delivery of
existing shares, if any, to APS within five business days; (ii) exercising of
any stock options with Exsorbet within two business days; and (iii) delivery of
stock certificates obtained upon exercise of stock ophons within two business
days of receipt of such stock certificates.
16. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainda shall be
severable, valid, and effective as if such invalid, unlawful, or unenforceable
section or paragraph were not contained herein.
17. Consideration. In consideration of the Agreements contained herein, APS
is providing the sum of One Hundred Dollars (S 100.00) to Stockholder.
Stockholder accepts such amount as full and complete consideration for this
Agreement.
18. Complete Agreement. This Agreement is the full and complete agreement
between the parties. There are no agreements or understandings between the
parties which are not contained herein.
19. Adjustments in Option. In the event that the common stock of Exsorbet is
changed into or exchanged for a different number or kind of shares of Exsorbet
or other securides by reason of merger, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of shares, the
option granted to APS herein shall be subject to an appropriate and equitable
adjustment in the number and kind of shares as to which the option, or
portions thereof then unexercised, shall be exercisable, to the end that
after such event the proportionate interest of APS shall be maintained as before
the occurrence of such event. Such adjustment in the option shall be made
without change in the total price applicable to the unexercised portion of the
option.
20. APS Party Appointed Attorney-in-Fact. Stockholder hereby irrevocably
appoints APS as attorney-in-fact of Stockholder (such power of attomey being
coupled with an interest), with full authority in the place and stead of
Stockholder and in the name of Stockholder, APS or otherwise, from time to time
on APS' discretion and upon the occurrence of any default by Stockholder of any
of Stockholder's obligations hereunder, to take any action and to execute any
instrument which APS may deem necessary or advisable to accomplish the purposes
of this Agreement, including without limitation to assign and transfer the stock
which is the subject of this Agreement to APS, or any part thereof, absolutely
and to execute and deliver endorsements, assignments, conveyances, bills of sale
and other instruments with power to substitute one or more persons or
corporation with like power.
21. Binding Effect. This Option Agreement shall inure to the benefit of,
and be binding upon the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns. Stockholder may not assign
its rights or obligations hereunder without the prior express written consent of
APS in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day
and year first above written.
------------------------
Stockholder
OPTION AGREEMENT
THIS AGREEMENT is made and entered into on this 30th day of September, 1996
by and between American Physicians Service Group, Inc. ("APS"), a Delaware
corporation, and Xxxxxxx XxXxxxxx, an individual ("Stockholder").
IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. Identification of Exsorbet Industries. Inc. Exsorbet Industries, Inc. is
an Idaho corporation, having its principal place of business in Jackson,
Mississippi. The only class of common stock of Exsorbet Industries, Inc. trades
on the Nasdaq Stock Market, Inc. SmallCap Market under the symbol "EXSO". As
used herein, the term "Exsorbet" shall refer to Exsorbet Industries, Inc. and
its successors.
2. Disclosures. Stockholder has disclosed to APS that Exsorbet, through its
Board of Directors, has proposed merger into a Delaware corporation, whereby tne
Delaware corporation would be the surviving corporation, and changing the name
of Exsorbet to Consolidated EcoSysterns, Inc. The term "Exsorbet" shall refer to
such surviving or successor corporation in the event that such merger and/or
name change is approved.
3. Representations. Stocknolder has made no representadons to APS
concerning the financial condition of Exsorbet and its subsidiaries. Stockholder
has made no representations or warranties concerning the future value of
Exsorbet stock, future earnings of Exsorbet, or any other representations
concerning Exsorbet, except as are identified herein.
4. Stock Ownership. Stockholder is the owner of 545,388 shares of common
stock of Exsorbet, such shares having been issued pursuant to Rule 144 of
the United States Securities and Exchange Commission ("Rule 144"). Such shares
of common stock are subject to the provisions of Rule 144 and all applicable
state and federal securities regulations and statutes. Stockholder will not
transfer or assign any of such stock until expiration of this option agreement.
5. Option Agreements. Stockholder possesses a present right to acquire
514,469 shares of common stock of Exsorbet pursuant to an option agreement or
agreements, copies of which are attached hereto. Stockholder will not transfer,
extinguish or assign any of such options or rights thereunder until expiration
of this option agreement.
6. Option Grant to APS. For a period of sixty days after September 30,
1996, Stockholder grants to APS an exclusive right to acquire 190,000 shares of
common stock of Exsorbet, representing a portion of those shares identified
in paragraph 4, above. The acquisition price shall be $2.75 per share.
7. Additional Option Grant to APS. For a period of sixty days after
September 30, 1996, Stockholder grants to APS an exclusive right to acquire
-0- shares of common stock of Exsorbet, by exercising such portion of the
options identified in paragraph 5, above as necessary to acquire such number of
shares. The acquisition price shall be S2.75 per share.
8. Exercising of Stock Options. Stockholder warrants and covenants with
APS that he will, upon exercising of the option specified in paragraph 6 or
7, above, exercise the option agreements with Exsorbet, acquiring the number
of shares being ultimately transferrable to APS. Such option exercise shall
occur within two business days of notification by APS that it is exercising
the option specified herein.
9. APS Agreements. APS: (A) understands that the Exsorbet stock has not
been, and will not be, registered under the Securities Act, or under any state
securities laws, and are being offered and sold in reliance upon federal and
state exemptdons for transactions not involving any public offering; (B) is
acquiring the Exsorbet stock for its own account for investment purposes, and
not with a view to the distribution thereof; (C) is a sophisticated investor
with knowledge and experience in business and financial matters, (D) has
received or will receive certain information concerning Exsorbet and has had the
opportunity to obtain additional information as desired in order to evaluate the
merits and the risks inherent in holding the Exsorbet stock; (E) is able to bear
the economic risk and lack of liquidity inherent in holding the Exsorbet stock;
and (F) is an Accredited Investor, as defined in Regulation D promulgated
pursuant to the Secunties Act of 1933, as amended.
10. Paragraph Headinys. Paragraph Headings, being the underlined portion at
the beginning of each section, are intended for assistance only and shall not
alter, modify, amend, or change the meanings of the written paragraphs.
11. Construction. This Agreement shall be liberally construed in favor of
granting an exclusive option upon the terms specified herein. In furtherance
thereof, this Agreement shall be construed in accordance with the laws and
statutes of the State of Texas, being the principal place of business of APS.
12. Advice to Seek Legal Counsel. Stockholder has sought and obtained the
advice of counsel prior to entering this Agreement or has been strongly advised
to obtain legal counsel concerning the advisability of entering this Agreement.
In entering this Agreement, Stockholder is not relying upon any statements,
representations, or opinions of: (a) any attomeys or counsel for or of Exsorbet
or APS; (b) any representatives, agents, officers, employees, or directors of
Exsorbet Industries, Inc., its subsidiaries, or APS; or (c) any person other
than his retained legal attorney.
13. Notices. Notices to Stockholder shall be delivered to: Xxx XxXxxxxx, KR
Industrial Service of Alabama, Xxx 000 Xxxxx, Xxxxxx Xxxxxxx, XX 00000.
Notices to APS shall be delivered to: Xxxxx Xxxx, Xx., 0000 Xxxxxxx xx
Xxxxx Xxxxxxx, Xxxxx X-000, Xxxxxx, XX 00000.
All notices shall be delivered by certified mail with a retum receipt
requested, by ovemight courier, or by facsimile. All notices shall be complete
upon delivery.
14. Cooperation. Stockholder agrees to fully cooperate with APS in the
event that APS elects to exercise any rights under this Agreement. Stockholder
shall take no action which would obstruct the ability of APS to exercise its
rights under this Agreement.
15. Procedure for Exercising Option. APS may exercise its rights under this
Agreement by giving written notice to the Sharebolder in the manner specified in
paragraph 13, above. Such written notice shall be in any reasonable form
sufficient to notify Stockholder of the exercising of the option. Full payment
shall be due upon the delivery of any or all shares from Stockholder to APS.
Upon exercising of any options, Stockholder shall arrange for: (i) delivery of
existing shares, if any, to APS within five business days; (ii) exercising of
any stock options with Exsorbet within two business days; and (iii) delivery of
stock certificates obtained upon exercise of stock ophons within two business
days of receipt of such stock certificates.
16. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder shall be
severable, valid, and effective as if such invalid, unlawful, or unenforceable
section or paragraph were not contained herein.
17. Consideration. In consideration of the Agreements contained herein, APS
is providing the sum of One Hundred Dollars (S 100.00) to Stockholder.
Stockholder accepts such amount as full and complete consideration for this
Agreement.
18. Complete Agreement. This Agreement is the full and complete agreement
between the parties. There are no agreements or understandings between the
parties which are not contained herein.
19. Adjustments in Option. In the event that the common stock of Exsorbet is
changed into or exchanged for a different number or kind of shares of Exsorbet
or other securides by reason of merger, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of shares, the
option granted to APS herein shall be subject to an appropriate and equitable
adjustment in the number and kind of shares as to which the option, or
portions thereof then unexercised, shall be exercisable, to the end that
after such event the proportionate interest of APS shall be maintained as before
the occurrence of such event. Such adjustment in the option shall be made
without change in the total price applicable to the unexercised portion of the
option.
20. APS Party Appointed Attorney-in-Fact. Stockholder hereby irrevocably
appoints APS as attorney-in-fact of Stockholder (such power of attomey being
coupled with an interest), with full authority in the place and stead of
Stockholder and in the name of Stockholder, APS or otherwise, from time to time
on APS' discretion and upon the occurrence of any default by Stockholder of any
of Stockholder's obligations hereunder, to take any action and to execute any
instrument which APS may deem necessary or advisable to accomplish the purposes
of this Agreement, including without limitation to assign and transfer the stock
which is the subject of this Agreement to APS, or any part thereof, absolutely
and to execute and deliver endorsements, assignments, conveyances, bills of sale
and other instruments with power to substitute one or more persons or
corporation with like power.
21. Binding Effect. This Option Agreement shall inure to the benefit of,
and be binding upon the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns. Stockholder may not assign
its rights or obligations hereunder without the prior express written consent of
APS in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day
and year first above written.
------------------------
Stockholder
OPTION AGREEMENT
THIS AGREEMENT is made and entered into on this 30th day of September, 1996
by and between American Physicians Service Group, Inc. ("APS"), a Delaware
corporation, and Xxxx Xxxxxx, an individual ("Stockholder").
IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. Identification of Exsorbet Industries. Inc. Exsorbet Industries, Inc. is
an Idaho corporation, having its principal place of business in Jackson,
Mississippi. The only class of common stock of Exsorbet Industries, Inc. trades
on the Nasdaq Stock Market, Inc. SmallCap Market under the symbol "EXSO". As
used herein, the term "Exsorbet" shall refer to Exsorbet Industries, Inc. and
its successors.
2. Disclosures. Stockholder has disclosed to APS that Exsorbet, through its
Board of Directors, has proposed merger into a Delaware corporation, whereby tne
Delaware corporation would be the surviving corporation, and changing the name
of Exsorbet to Consolidated EcoSysterns, Inc. The term "Exsorbet" shall refer to
such surviving or successor corporation in the event that such merger and/or
name change is approved.
3. Representations. Stocknolder has made no representadons to APS
concerning the financial condition of Exsorbet and its subsidiaries. Stockholder
has made no representations or warranties concerning the future value of
Exsorbet stock, future earnings of Exsorbet, or any other representations
concerning Exsorbet, except as are identified herein.
4. Stock Ownership. Stockholder is the owner of -0- shares of common
stock of Exsorbet, such shares having been issued pursuant to Rule 144 of
the United States Securities and Exchange Commission ("Rule 144"). Such shares
of common stock are subject to the provisions of Rule 144 and all applicable
state and federal securities regulations and statutes. Stockholder will not
transfer or assign any of such stock until expiration of this option agreement.
5. Option Agreements. Stockholder possesses a present right to acquire
100,000 shares of common stock of Exsorbet pursuant to an option agreement or
agreements, copies of which are attached hereto. Stockholder will not transfer,
extinguish or assign any of such options or rights thereunder until expiration
of this option agreement.
6. Option Grant to APS. For a period of sixty days after September 30,
1996, Stockholder grants to APS an exclusive right to acquire -0- shares of
common stock of Exsorbet, representing a portion of those shares identified
in paragraph 4, above. The acquisition price shall be $2.75 per share.
7. Additional Option Grant to APS. For a period of sixty days after
September 30, 1996, Stockholder grants to APS an exclusive right to acquire
100,000 shares of common stock of Exsorbet, by exercising such portion of the
options identified in paragraph 5, above as necessary to acquire such number of
shares. The acquisition price shall be S2.75 per share.
8. Exercising of Stock Options. Stockholder warrants and covenants with
APS that he will, upon exercising of the option specified in paragraph 6 or
7, above, exercise the option agreements with Exsorbet, acquiring the number
of shares being ultimately transferrable to APS. Such option exercise shall
occur within two business days of notification by APS that it is exercising
the option specified herein.
9. APS Agreements. APS: (A) understands that the Exsorbet stock has not
been, and will not be, registered under the Securities Act, or under any state
securities laws, and are being offered and sold in reliance upon federal and
state exemptdons for transactions not involving any public offering; (B) is
acquiring the Exsorbet stock for its own account for investment purposes, and
not with a view to the distribution thereof; (C) is a sophisticated investor
with knowledge and experience in business and financial matters, (D) has
received or will receive certain information concerning Exsorbet and has had the
opportunity to obtain additional information as desired in order to evaluate the
merits and the risks inherent in holding the Exsorbet stock; (E) is able to bear
the economic risk and lack of liquidity inherent in holding the Exsorbet stock;
and (F) is an Accredited Investor, as defined in Regulation D promulgated
pursuant to the Secunties Act of 1933, as amended.
10. Paragraph Headinys. Paragraph Headings, being the underlined portion at
the beginning of each section, are intended for assistance only and shall not
alter, modify, amend, or change the meanings of the written paragraphs.
11. Construction. This Agreement shall be liberally construed in favor of
granting an exclusive option upon the terms specified herein. In furtherance
thereof, this Agreement shall be construed in accordance with the laws and
statutes of the State of Texas, being the principal place of business of APS.
12. Advice to Seek Legal Counsel. Stockholder has sought and obtained the
advice of counsel prior to entering this Agreement or has been strongly advised
to obtain legal counsel concerning the advisability of entering this Agreement.
In entering this Agreement, Stockholder is not relying upon any statements,
representations, or opinions of: (a) any attomeys or counsel for or of Exsorbet
or APS; (b) any representatives, agents, officers, employees, or directors of
Exsorbet Industries, Inc., its subsidiaries, or APS; or (c) any person other
than his retained legal attorney.
13. Notices. Notices to Stockholder shall be delivered to: Xxxx Xxxxxx,
2406 Xxxxxxxx, Xxx, XX 00000.
Notices to APS shall be delivered to: Xxxxx Xxxx, Xx., 0000 Xxxxxxx xx
Xxxxx Xxxxxxx, Xxxxx X-000, Xxxxxx, XX 00000.
All notices shall be delivered by certified mail with a retum receipt
requested, by ovemight courier, or by facsimile. All notices shall be complete
upon delivery.
14. Cooperation. Stockholder agrees to fully cooperate with APS in the
event that APS elects to exercise any rights under this Agreement. Stockholder
shall take no action which would obstruct the ability of APS to exercise its
rights under this Agreement.
15. Procedure for Exercising Option. APS may exercise its rights under this
Agreement by giving written notice to the Sharebolder in the manner specified in
paragraph 13, above. Such written notice shall be in any reasonable form
sufficient to notify Stockholder of the exercising of the option. Full payment
shall be due upon the delivery of any or all shares from Stockholder to APS.
Upon exercising of any options, Stockholder shall arrange for: (i) delivery of
existing shares, if any, to APS within five business days; (ii) exercising of
any stock options with Exsorbet within two business days; and (iii) delivery of
stock certificates obtained upon exercise of stock ophons within two business
days of receipt of such stock certificates.
16. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder shall be
severable, valid, and effective as if such invalid, unlawful, or unenforceable
section or paragraph were not contained herein.
17. Consideration. In consideration of the Agreements contained herein, APS
is providing the sum of One Hundred Dollars (S 100.00) to Stockholder.
Stockholder accepts such amount as full and complete consideration for this
Agreement.
18. Complete Agreement. This Agreement is the full and complete agreement
between the parties. There are no agreements or understandings between the
parties which are not contained herein.
19. Adjustments in Option. In the event that the common stock of Exsorbet is
changed into or exchanged for a different number or kind of shares of Exsorbet
or other securides by reason of merger, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of shares, the
option granted to APS herein shall be subject to an appropriate and equitable
adjustment in the number and kind of shares as to which the option, or
portions thereof then unexercised, shall be exercisable, to the end that
after such event the proportionate interest of APS shall be maintained as before
the occurrence of such event. Such adjustment in the option shall be made
without change in the total price applicable to the unexercised portion of the
option.
20. APS Party Appointed Attorney-in-Fact. Stockholder hereby irrevocably
appoints APS as attorney-in-fact of Stockholder (such power of attomey being
coupled with an interest), with full authority in the place and stead of
Stockholder and in the name of Stockholder, APS or otherwise, from time to time
on APS' discretion and upon the occurrence of any default by Stockholder of any
of Stockholder's obligations hereunder, to take any action and to execute any
instrument which APS may deem necessary or advisable to accomplish the purposes
of this Agreement, including without limitation to assign and transfer the stock
which is the subject of this Agreement to APS, or any part thereof, absolutely
and to execute and deliver endorsements, assignments, conveyances, bills of sale
and other instruments with power to substitute one or more persons or
corporation with like power.
21. Binding Effect. This Option Agreement shall inure to the benefit of,
and be binding upon the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns. Stockholder may not assign
its rights or obligations hereunder without the prior express written consent of
APS in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day
and year first above written.
------------------------
Stockholder
OPTION AGREEMENT
THIS AGREEMENT is made and entered into on this 30th day of September, 1996
by and between American Physicians Service Group, Inc. ("APS"), a Delaware
corporation, and Xxxxx X. Xxxxxxx, an individual ("Stockholder").
IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. Identification of Exsorbet Industries. Inc. Exsorbet Industries, Inc. is
an Idaho corporation, having its principal place of business in Jackson,
Mississippi. The only class of common stock of Exsorbet Industries, Inc. trades
on the Nasdaq Stock Market, Inc. SmallCap Market under the symbol "EXSO". As
used herein, the term "Exsorbet" shall refer to Exsorbet Industries, Inc. and
its successors.
2. Disclosures. Stockholder has disclosed to APS that Exsorbet, through its
Board of Directors, has proposed merger into a Delaware corporation, whereby tne
Delaware corporation would be the surviving corporation, and changing the name
of Exsorbet to Consolidated EcoSysterns, Inc. The term "Exsorbet" shall refer to
such surviving or successor corporation in the event that such merger and/or
name change is approved.
3. Representations. Stocknolder has made no representadons to APS
concerning the financial condition of Exsorbet and its subsidiaries. Stockholder
has made no representations or warranties concerning the future value of
Exsorbet stock, future earnings of Exsorbet, or any other representations
concerning Exsorbet, except as are identified herein.
4. Stock Ownership. Stockholder is the owner of 120,000 shares of common
stock of Exsorbet, such shares having been issued pursuant to Rule 144 of
the United States Securities and Exchange Commission ("Rule 144"). Such shares
of common stock are subject to the provisions of Rule 144 and all applicable
state and federal securities regulations and statutes. Stockholder will not
transfer or assign any of such stock until expiration of this option agreement.
5. Option Agreements. Stockholder possesses a present right to acquire
125,000 shares of common stock of Exsorbet pursuant to an option agreement or
agreements, copies of which are attached hereto. Stockholder will not transfer,
extinguish or assign any of such options or rights thereunder until expiration
of this option agreement.
6. Option Grant to APS. For a period of sixty days after September 30,
1996, Stockholder grants to APS an exclusive right to acquire 120,000 shares of
common stock of Exsorbet, representing a portion of those shares identified
in paragraph 4, above. The acquisition price shall be $2.75 per share.
7. Additional Option Grant to APS. For a period of sixty days after
September 30, 1996, Stockholder grants to APS an exclusive right to acquire
2,500 shares of common stock of Exsorbet, by exercising such portion of the
options identified in paragraph 5, above as necessary to acquire such number of
shares. The acquisition price shall be S2.75 per share.
8. Exercising of Stock Options. Stockholder warrants and covenants with
APS that he will, upon exercising of the option specified in paragraph 6 or
7, above, exercise the option agreements with Exsorbet, acquiring the number
of shares being ultimately transferrable to APS. Such option exercise shall
occur within two business days of notification by APS that it is exercising
the option specified herein.
9. APS Agreements. APS: (A) understands that the Exsorbet stock has not
been, and will not be, registered under the Securities Act, or under any state
securities laws, and are being offered and sold in reliance upon federal and
state exemptdons for transactions not involving any public offering; (B) is
acquiring the Exsorbet stock for its own account for investment purposes, and
not with a view to the distribution thereof; (C) is a sophisticated investor
with knowledge and experience in business and financial matters, (D) has
received or will receive certain information concerning Exsorbet and has had the
opportunity to obtain additional information as desired in order to evaluate the
merits and the risks inherent in holding the Exsorbet stock; (E) is able to bear
the economic risk and lack of liquidity inherent in holding the Exsorbet stock;
and (F) is an Accredited Investor, as defined in Regulation D promulgated
pursuant to the Secunties Act of 1933, as amended.
10. Paragraph Headinys. Paragraph Headings, being the underlined portion at
the beginning of each section, are intended for assistance only and shall not
alter, modify, amend, or change the meanings of the written paragraphs.
11. Construction. This Agreement shall be liberally construed in favor of
granting an exclusive option upon the terms specified herein. In furtherance
thereof, this Agreement shall be construed in accordance with the laws and
statutes of the State of Texas, being the principal place of business of APS.
12. Advice to Seek Legal Counsel. Stockholder has sought and obtained the
advice of counsel prior to entering this Agreement or has been strongly advised
to obtain legal counsel concerning the advisability of entering this Agreement.
In entering this Agreement, Stockholder is not relying upon any statements,
representations, or opinions of: (a) any attomeys or counsel for or of Exsorbet
or APS; (b) any representatives, agents, officers, employees, or directors of
Exsorbet Industries, Inc., its subsidiaries, or APS; or (c) any person other
than his retained legal attorney.
13. Notices. Notices to Stockholder shall be delivered to: 00000 Xx. Xx. 0
Xxxxxxxx, XX 00000
Notices to APS shall be delivered to: Xxxxx Xxxx, Xx., 0000 Xxxxxxx xx
Xxxxx Xxxxxxx, Xxxxx X-000, Xxxxxx, XX 00000.
All notices shall be delivered by certified mail with a retum receipt
requested, by ovemight courier, or by facsimile. All notices shall be complete
upon delivery.
14. Cooperation. Stockholder agrees to fully cooperate with APS in the
event that APS elects to exercise any rights under this Agreement. Stockholder
shall take no action which would obstruct the ability of APS to exercise its
rights under this Agreement.
15. Procedure for Exercising Option. APS may exercise its rights under this
Agreement by giving written notice to the Sharebolder in the manner specified in
paragraph 13, above. Such written notice shall be in any reasonable form
sufficient to notify Stockholder of the exercising of the option. Full payment
shall be due upon the delivery of any or all shares from Stockholder to APS.
Upon exercising of any options, Stockholder shall arrange for: (i) delivery of
existing shares, if any, to APS within five business days; (ii) exercising of
any stock options with Exsorbet within two business days; and (iii) delivery of
stock certificates obtained upon exercise of stock ophons within two business
days of receipt of such stock certificates.
16. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder shall be
severable, valid, and effective as if such invalid, unlawful, or unenforceable
section or paragraph were not contained herein.
17. Consideration. In consideration of the Agreements contained herein, APS
is providing the sum of One Hundred Dollars (S 100.00) to Stockholder.
Stockholder accepts such amount as full and complete consideration for this
Agreement.
18. Complete Agreement. This Agreement is the full and complete agreement
between the parties. There are no agreements or understandings between the
parties which are not contained herein.
19. Adjustments in Option. In the event that the common stock of Exsorbet is
changed into or exchanged for a different number or kind of shares of Exsorbet
or other securides by reason of merger, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of shares, the
option granted to APS herein shall be subject to an appropriate and equitable
adjustment in the number and kind of shares as to which the option, or
portions thereof then unexercised, shall be exercisable, to the end that
after such event the proportionate interest of APS shall be maintained as before
the occurrence of such event. Such adjustment in the option shall be made
without change in the total price applicable to the unexercised portion of the
option.
20. APS Party Appointed Attorney-in-Fact. Stockholder hereby irrevocably
appoints APS as attorney-in-fact of Stockholder (such power of attomey being
coupled with an interest), with full authority in the place and stead of
Stockholder and in the name of Stockholder, APS or otherwise, from time to time
on APS' discretion and upon the occurrence of any default by Stockholder of any
of Stockholder's obligations hereunder, to take any action and to execute any
instrument which APS may deem necessary or advisable to accomplish the purposes
of this Agreement, including without limitation to assign and transfer the stock
which is the subject of this Agreement to APS, or any part thereof, absolutely
and to execute and deliver endorsements, assignments, conveyances, bills of sale
and other instruments with power to substitute one or more persons or
corporation with like power.
21. Binding Effect. This Option Agreement shall inure to the benefit of,
and be binding upon the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns. Stockholder may not assign
its rights or obligations hereunder without the prior express written consent of
APS in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day
and year first above written.
------------------------
Stockholder
OPTION AGREEMENT
THIS AGREEMENT is made and entered into on this 30th day of September, 1996
by and between American Physicians Service Group, Inc. ("APS"), a Delaware
corporation, and Xxxxxx Xxxx, an individual ("Stockholder").
IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. Identification of Exsorbet Industries. Inc. Exsorbet Industries, Inc. is
an Idaho corporation, having its principal place of business in Jackson,
Mississippi. The only class of common stock of Exsorbet Industries, Inc. trades
on the Nasdaq Stock Market, Inc. SmallCap Market under the symbol "EXSO". As
used herein, the term "Exsorbet" shall refer to Exsorbet Industries, Inc. and
its successors.
2. Disclosures. Stockholder has disclosed to APS that Exsorbet, through its
Board of Directors, has proposed merger into a Delaware corporation, whereby tne
Delaware corporation would be the surviving corporation, and changing the name
of Exsorbet to Consolidated EcoSysterns, Inc. The term "Exsorbet" shall refer to
such surviving or successor corporation in the event that such merger and/or
name change is approved.
3. Representations. Stocknolder has made no representadons to APS
concerning the financial condition of Exsorbet and its subsidiaries. Stockholder
has made no representations or warranties concerning the future value of
Exsorbet stock, future earnings of Exsorbet, or any other representations
concerning Exsorbet, except as are identified herein.
4. Stock Ownership. Stockholder is the owner of 120,000 shares of common
stock of Exsorbet, such shares having been issued pursuant to Rule 144 of
the United States Securities and Exchange Commission ("Rule 144"). Such shares
of common stock are subject to the provisions of Rule 144 and all applicable
state and federal securities regulations and statutes. Stockholder will not
transfer or assign any of such stock until expiration of this option agreement.
5. Option Agreements. Stockholder possesses a present right to acquire
125,000 shares of common stock of Exsorbet pursuant to an option agreement or
agreements, copies of which are attached hereto. Stockholder will not transfer,
extinguish or assign any of such options or rights thereunder until expiration
of this option agreement.
6. Option Grant to APS. For a period of sixty days after September 30,
1996, Stockholder grants to APS an exclusive right to acquire 120,000 shares of
common stock of Exsorbet, representing a portion of those shares identified
in paragraph 4, above. The acquisition price shall be $2.75 per share.
7. Additional Option Grant to APS. For a period of sixty days after
September 30, 1996, Stockholder grants to APS an exclusive right to acquire
2,500 shares of common stock of Exsorbet, by exercising such portion of the
options identified in paragraph 5, above as necessary to acquire such number of
shares. The acquisition price shall be S2.75 per share.
8. Exercising of Stock Options. Stockholder warrants and covenants with
APS that he will, upon exercising of the option specified in paragraph 6 or
7, above, exercise the option agreements with Exsorbet, acquiring the number
of shares being ultimately transferrable to APS. Such option exercise shall
occur within two business days of notification by APS that it is exercising
the option specified herein.
9. APS Agreements. APS: (A) understands that the Exsorbet stock has not
been, and will not be, registered under the Securities Act, or under any state
securities laws, and are being offered and sold in reliance upon federal and
state exemptdons for transactions not involving any public offering; (B) is
acquiring the Exsorbet stock for its own account for investment purposes, and
not with a view to the distribution thereof; (C) is a sophisticated investor
with knowledge and experience in business and financial matters, (D) has
received or will receive certain information concerning Exsorbet and has had the
opportunity to obtain additional information as desired in order to evaluate the
merits and the risks inherent in holding the Exsorbet stock; (E) is able to bear
the economic risk and lack of liquidity inherent in holding the Exsorbet stock;
and (F) is an Accredited Investor, as defined in Regulation D promulgated
pursuant to the Secunties Act of 1933, as amended.
10. Paragraph Headinys. Paragraph Headings, being the underlined portion at
the beginning of each section, are intended for assistance only and shall not
alter, modify, amend, or change the meanings of the written paragraphs.
11. Construction. This Agreement shall be liberally construed in favor of
granting an exclusive option upon the terms specified herein. In furtherance
thereof, this Agreement shall be construed in accordance with the laws and
statutes of the State of Texas, being the principal place of business of APS.
12. Advice to Seek Legal Counsel. Stockholder has sought and obtained the
advice of counsel prior to entering this Agreement or has been strongly advised
to obtain legal counsel concerning the advisability of entering this Agreement.
In entering this Agreement, Stockholder is not relying upon any statements,
representations, or opinions of: (a) any attomeys or counsel for or of Exsorbet
or APS; (b) any representatives, agents, officers, employees, or directors of
Exsorbet Industries, Inc., its subsidiaries, or APS; or (c) any person other
than his retained legal attorney.
13. Notices. Notices to Stockholder shall be delivered to: _____________
Notices to APS shall be delivered to: Xxxxx Xxxx, Xx., 0000 Xxxxxxx xx
Xxxxx Xxxxxxx, Xxxxx X-000, Xxxxxx, XX 00000.
All notices shall be delivered by certified mail with a retum receipt
requested, by ovemight courier, or by facsimile. All notices shall be complete
upon delivery.
14. Cooperation. Stockholder agrees to fully cooperate with APS in the
event that APS elects to exercise any rights under this Agreement. Stockholder
shall take no action which would obstruct the ability of APS to exercise its
rights under this Agreement.
15. Procedure for Exercising Option. APS may exercise its rights under this
Agreement by giving written notice to the Sharebolder in the manner specified in
paragraph 13, above. Such written notice shall be in any reasonable form
sufficient to notify Stockholder of the exercising of the option. Full payment
shall be due upon the delivery of any or all shares from Stockholder to APS.
Upon exercising of any options, Stockholder shall arrange for: (i) delivery of
existing shares, if any, to APS within five business days; (ii) exercising of
any stock options with Exsorbet within two business days; and (iii) delivery of
stock certificates obtained upon exercise of stock ophons within two business
days of receipt of such stock certificates.
16. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder shall be
severable, valid, and effective as if such invalid, unlawful, or unenforceable
section or paragraph were not contained herein.
17. Consideration. In consideration of the Agreements contained herein, APS
is providing the sum of One Hundred Dollars (S 100.00) to Stockholder.
Stockholder accepts such amount as full and complete consideration for this
Agreement.
18. Complete Agreement. This Agreement is the full and complete agreement
between the parties. There are no agreements or understandings between the
parties which are not contained herein.
19. Adjustments in Option. In the event that the common stock of Exsorbet is
changed into or exchanged for a different number or kind of shares of Exsorbet
or other securides by reason of merger, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of shares, the
option granted to APS herein shall be subject to an appropriate and equitable
adjustment in the number and kind of shares as to which the option, or
portions thereof then unexercised, shall be exercisable, to the end that
after such event the proportionate interest of APS shall be maintained as before
the occurrence of such event. Such adjustment in the option shall be made
without change in the total price applicable to the unexercised portion of the
option.
20. APS Party Appointed Attorney-in-Fact. Stockholder hereby irrevocably
appoints APS as attorney-in-fact of Stockholder (such power of attomey being
coupled with an interest), with full authority in the place and stead of
Stockholder and in the name of Stockholder, APS or otherwise, from time to time
on APS' discretion and upon the occurrence of any default by Stockholder of any
of Stockholder's obligations hereunder, to take any action and to execute any
instrument which APS may deem necessary or advisable to accomplish the purposes
of this Agreement, including without limitation to assign and transfer the stock
which is the subject of this Agreement to APS, or any part thereof, absolutely
and to execute and deliver endorsements, assignments, conveyances, bills of sale
and other instruments with power to substitute one or more persons or
corporation with like power.
21. Binding Effect. This Option Agreement shall inure to the benefit of,
and be binding upon the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns. Stockholder may not assign
its rights or obligations hereunder without the prior express written consent of
APS in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day
and year first above written.
------------------------
Stockholder
OPTION AGREEMENT
THIS AGREEMENT is made and entered into on this 30th day of September, 1996
by and between American Physicians Service Group, Inc. ("APS"), a Delaware
corporation, and Xxx Xxxxxx III, an individual ("Stockholder").
IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. Identification of Exsorbet Industries. Inc. Exsorbet Industries, Inc. is
an Idaho corporation, having its principal place of business in Jackson,
Mississippi. The only class of common stock of Exsorbet Industries, Inc. trades
on the Nasdaq Stock Market, Inc. SmallCap Market under the symbol "EXSO". As
used herein, the term "Exsorbet" shall refer to Exsorbet Industries, Inc. and
its successors.
2. Disclosures. Stockholder has disclosed to APS that Exsorbet, through its
Board of Directors, has proposed merger into a Delaware corporation, whereby tne
Delaware corporation would be the surviving corporation, and changing the name
of Exsorbet to Consolidated EcoSysterns, Inc. The term "Exsorbet" shall refer to
such surviving or successor corporation in the event that such merger and/or
name change is approved.
3. Representations. Stocknolder has made no representadons to APS
concerning the financial condition of Exsorbet and its subsidiaries. Stockholder
has made no representations or warranties concerning the future value of
Exsorbet stock, future earnings of Exsorbet, or any other representations
concerning Exsorbet, except as are identified herein.
4. Stock Ownership. Stocknolder is the owner of 5,000 shares of common
stock of Exsorbet, such shares having been issued pursuant to Rule 144 of
the United States Securities and Exchange Commission ("Rule 144"). Such shares
of common stock are subject to the provisions of Rule 144 and all applicable
state and federal securities regulations and statutes. Stockholder will not
transfer or assign any of such stock until expiration of this option agreement.
5. Option Agreements. Stockholder possesses a present right to acquire
295,000 shares of common stock of Exsorbet pursuant to an option agreement or
agreements, copies of which are attached hereto. Stockholder will not transfer,
extinguish or assign any of such options or rights thereunder until expiration
of this option agreement.
6. Option Grant to APS. For a period of sixty days after September 30,
1996, Stockholder grants to APS an exclusive right to acquire -0- shares of
common stock of Exsorbet, representing a portion of those shares identified
in paragraph 4, above. The acquisition price shall be $2.75 per share.
7. Additional Option Grant to APS. For a period of sixty days after
September 30, 1996, Stockholder grants to APS an exclusive right to acquire
200,000 shares of common stock of Exsorbet, by exercising such portion of the
options identified in paragraph 5, above as necessary to acquire such number of
shares. The acquisition price shall be S2.75 per share.
8. Exercising of Stock Options. Stockholder warrants and covenants with
APS that he will, upon exercising of the option specified in paragraph 6 or
7, above, exercise the option agreements with Exsorbet, acquiring the number
of shares being ultimately transferrable to APS. Such option exercise shall
occur within two business days of notification by APS that it is exercising
the option specified herein.
9. APS Agreements. APS: (A) understands that the Exsorbet stock has not
been, and will not be, registered under the Securities Act, or under any state
securities laws, and are being offered and sold in reliance upon federal and
state exemptdons for transactions not involving any public offering; (B) is
acquiring the Exsorbet stock for its own account for investment purposes, and
not with a view to the distribution thereof; (C) is a sophisticated investor
with knowledge and experience in business and financial matters, (D) has
received or will receive certain information concerning Exsorbet and has had the
opportunity to obtain additional information as desired in order to evaluate the
merits and the risks inherent in holding the Exsorbet stock; (E) is able to bear
the economic risk and lack of liquidity inherent in holding the Exsorbet stock;
and (F) is an Accredited Investor, as defined in Regulation D promulgated
pursuant to the Secunties Act of 1933, as amended.
10. Paragraph Headings. Paragraph Headings, being the underlined portion at
the beginning of each section, are intended for assistance only and shall not
alter, modify, amend, or change the meanings of the written paragraphs.
11. Construction. This Agreement shall be liberally construed in favor of
granting an exclusive option upon the terms specified herein. In furtherance
thereof, this Agreement shall be construed in accordance with the laws and
statutes of the State of Texas, being the principal place of business of APS.
12. Advice to Seek Legal Counsel. Stockholder has sought and obtained the
advice of counsel prior to entering this Agreement or has been strongly advised
to obtain legal counsel concerning the advisability of entering this Agreement.
In entering this Agreement, Stockholder is not relying upon any statements,
representations, or opinions of: (a) any attomeys or counsel for or of Exsorbet
or APS; (b) any representatives, agents, officers, employees, or directors of
Exsorbet Industries, Inc., its subsidiaries, or APS; or (c) any person other
than his retained legal attorney.
13. Notices. Notices to Stockholder shall be delivered to: 0000 X. Xxxxxxx
#000, Xxxx Xxxxx, Ark. 72903
Notices to APS shall be delivered to: Xxxxx Xxxx, Xx., 0000 Xxxxxxx xx
Xxxxx Xxxxxxx, Xxxxx X-000, Xxxxxx, XX 00000.
All notices shall be delivered by certified mail with a retum receipt
requested, by ovemight courier, or by facsimile. All notices shall be complete
upon delivery.
14. Cooperation. Stockholder agrees to fully cooperate with APS in the
event that APS elects to exercise any rights under this Agreement. Stockholder
shall take no action which would obstruct the ability of APS to exercise its
rights under this Agreement.
15. Procedure for Exercising Option. APS may exercise its rights under this
Agreement by giving written notice to the Sharebolder in the manner specified in
paragraph 13, above. Such written notice shall be in any reasonable form
sufficient to notify Stockholder of the exercising of the option. Full payment
shall be due upon the delivery of any or all shares from Stockholder to APS.
Upon exercising of any options, Stockholder shall arrange for: (i) delivery of
existing shares, if any, to APS within five business days; (ii) exercising of
any stock options with Exsorbet within two business days; and (iii) delivery of
stock certificates obtained upon exercise of stock ophons within two business
days of receipt of such stock certificates.
16. Severability. In the event that any secdon or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder shall be
severable, valid, and effective as if such invalid, unlawful, or unenforceable
section or paragraph were not contained herein.
17. Consideration. In consideration of the Agreements contained herein, APS
is providing the sum of One Hundred Dollars (S 100.00) to Stockholder.
Stockholder accepts such amount as full and complete consideration for this
Agreement.
18. Complete Agreement. This Agreement is the full and complete agreement
between the parties. There are no agreements or understandings between the
parties which are not contained herein.
19. Adjustments in Option. In the event that the common stock of Exsorbet is
changed into or exchanged for a different number or kind of shares of Exsorbet
or other securides by reason of merger, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of shares, the
option granted to APS herein shall be subject to an appropriate and equitable
adjustment in the number and kind of shares as to which the option, or
portions thereof then unexercised, shall be exercisable, to the end that
after such event the proportionate interest of APS shall be maintained as before
the occurrence of such event. Such adjustment in the option shall be made
without change in the total price applicable to the unexercised portion of the
option.
20. APS Party Appointed Attorney-in-Fact. Stockholder hereby irrevocably
appoints APS as attorney-in-fact of Stockholder (such power of attomey being
coupled with an interest), with full authority in the place and stead of
Stockholder and in the name of Stockholder, APS or otherwise, from time to time
on APS' discretion and upon the occurrence of any default by Stockholder of any
of Stockholder's obligations hereunder, to take any action and to execute any
instrument which APS may deem necessary or advisable to accomplish the purposes
of this Agreement, including without limitation to assign and transfer the stock
which is the subject of this Agreement to APS, or any part thereof, absolutely
and to execute and deliver endorsements, assignments, conveyances, bills of sale
and other instruments with power to substitute one or more persons or
corporation with like power.
21. Binding Effect. This Option Agreement shall inure to the benefit of,
and be binding upon the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns. Stockholder may not assign
its rights or obligations hereunder without the prior express written consent of
APS in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day
and year first above written.
------------------------
Stockholder
OPTION AGREEMENT
THIS AGREEMENT is made and entered into on this 30th day of September, 1996
by and between American Physicians Service Group, Inc. ("APS"), a Delaware
corporation, and Xxxxxxx X. Xxxxx, Xx., an individual ("Stockholder").
IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. Identification of Exsorbet Industries. Inc. Exsorbet Industries, Inc. is
an Idaho corporation, having its principal place of business in Jackson,
Mississippi. The only class of common stock of Exsorbet Industries, Inc. trades
on the Nasdaq Stock Market, Inc. SmallCap Market under the symbol "EXSO". As
used herein, the term "Exsorbet" shall refer to Exsorbet Industries, Inc. and
its successors.
2. Disclosures. Stockholder has disclosed to APS that Exsorbet, through its
Board of Directors, has proposed merger into a Delaware corporation, whereby tne
Delaware corporation would be the surviving corporation, and changing the name
of Exsorbet to Consolidated EcoSysterns, Inc. The term "Exsorbet" shall refer to
such surviving or successor corporation in the event that such merger and/or
name change is approved.
3. Representations. Stocknolder has made no representadons to APS
concerning the financial condition of Exsorbet and its subsidiaries. Stockholder
has made no representations or warranties concerning the future value of
Exsorbet stock, future earnings of Exsorbet, or any other representations
concerning Exsorbet, except as are identified herein.
4. Stock Ownership. Stockholder is the owner of 85,000 shares of common
stock of Exsorbet, such shares having been issued pursuant to Rule 144 of
the United States Securities and Exchange Commission ("Rule 144"). Such shares
of common stock are subject to the provisions of Rule 144 and all applicable
state and federal securities regulations and statutes. Stockholder will not
transfer or assign any of such stock until expiration of this option agreement.
5. Option Agreements. Stockholder possesses a present right to acquire
275,000 shares of common stock of Exsorbet pursuant to an option agreement or
agreements, copies of which are attached hereto. Stockholder will not transfer,
extinguish or assign any of such options or rights thereunder until expiration
of this option agreement.
6. Option Grant to APS. For a period of sixty days after September 30,
1996, Stockholder grants to APS an exclusive right to acquire -0- shares of
common stock of Exsorbet, representing a portion of those shares identified
in paragraph 4, above. The acquisition price shall be $2.75 per share.
7. Additional Option Grant to APS. For a period of sixty days after
September 30, 1996, Stockholder grants to APS an exclusive right to acquire
180,000 shares of common stock of Exsorbet, by exercising such portion of the
options identified in paragraph 5, above as necessary to acquire such number of
shares. The acquisition price shall be S2.75 per share.
8. Exercising of Stock Options. Stockholder warrants and covenants with
APS that he will, upon exercising of the option specified in paragraph 6 or
7, above, exercise the option agreements with Exsorbet, acquiring the number
of shares being ultimately transferrable to APS. Such option exercise shall
occur within two business days of not)fication by APS that it is exercising
the option specified herein.
9. APS Agreements. APS: (A) understands that the Exsorbet stock has not
been, and will not be, registered under the Securities Act, or under any state
securities laws, and are being offered and sold in reliance upon federal and
state exemptdons for transactions not involving any public offering; (B) is
acquiring the Exsorbet stock for its own account for investment purposes, and
not with a view to the distribution thereof; (C) is a sophisticated investor
with knowledge and experience in business and financial matters, (D) has
received or will receive certain information concerning Exsorbet and has had the
opportunity to obtain additional information as desired in order to evaluate the
merits and the risks inherent in holding the Exsorbet stock; (E) is able to bear
the economic risk and lack of liquidity inherent in holding the Exsorbet stock;
and (F) is an Accredited Investor, as defined in Regulation D promulgated
pursuant to the Secunties Act of 1933, as amended.
10. Paragraph Headings. Paragraph Headings, being the underlined portion at
the beginning of each section, are intended for assistance only and shall not
alter, modify, amend, or change the meanings of the written paragraphs.
11. Construction. This Agreement shall be liberally construed in favor of
granting an exclusive option upon the terms specified herein. In furtherance
thereof, this Agreement shall be construed in accordance with the laws and
statutes of the State of Texas, being the principal place of business of APS.
12. Advice to Seek Legal Counsel. Stockholder has sought and obtained the
advice of counsel prior to entering this Agreement or has been strongly advised
to obtain legal counsel concerning the advisability of entering this Agreement.
In entering this Agreement, Stockholder is not relying upon any statements,
representations, or opinions of: (a) any attomeys or counsel for or of Exsorbet
or APS; (b) any representatives, agents, officers, employees, or directors of
Exsorbet Industries, Inc., its subsidiaries, or APS; or (c) any person other
than his retained legal attorney.
13. Notices. Notices to Stockholder shall be delivered to: ______________
Notices to APS shall be delivered to: Xxxxx Xxxx, Xx., 0000 Xxxxxxx xx
Xxxxx Xxxxxxx, Xxxxx X-000, Xxxxxx, XX 00000.
All notices shall be delivered by certified mail with a retum receipt
requested, by ovemight courier, or by facsimile. All notices shall be complete
upon delivery.
14. Cooperation. Stockholder agrees to fully cooperate with APS in the
event that APS elects to exercise any rights under this Agreement. Stockholder
shall take no action which would obstruct the ability of APS to exercise its
rights under this Agreement.
15. Procedure for Exercising Option. APS may exercise its rights under this
Agreement by giving written notice to the Sharebolder in the manner specified in
paragraph 13, above. Such written notice shall be in any reasonable form
sufficient to notify Stockholder of the exercising of the option. Full payment
shall be due upon the delivery of any or all shares from Stockholder to APS.
Upon exercising of any options, Stockholder shall arrange for: (i) delivery of
existing shares, if any, to APS within five business days; (ii) exercising of
any stock options with Exsorbet within two business days; and (iii) delivery of
stock certificates obtained upon exercise of stock ophons within two business
days of receipt of such stock certificates.
16. Severability. In the event that any secdon or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder shall be
severable, valid, and effective as if such invalid, unlawful, or unenforceable
section or paragraph were not contained herein.
17. Consideration. In consideration of the Agreements contained herein, APS
is providing the sum of One Hundred Dollars (S 100.00) to Stockholder.
Stockholder accepts such amount as full and complete consideration for this
Agreement.
18. Complete Agreement. This Agreement is the full and complete agreement
between the parties. There are no agreements or understandings between the
parties which are not contained herein.
19. Adjustments in Option. In the event that the common stock of Exsorbet is
changed into or exchanged for a different number or kind of shares of Exsorbet
or other securides by reason of merger, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of shares, the
option granted to APS herein shall be subject to an appropriate and equitable
adjustment in the number and kind of shares as to which the option, or
portions thereof then unexercised, shall be exercisable, to the end that
after such event the proportionate interest of APS shall be maintained as before
the occurrence of such event. Such adjustment in the option shall be made
without change in the total price applicable to the unexercised portion of the
option.
20. APS Party Appointed Attorney-in-Fact. Stockholder hereby irrevocably
appoints APS as attorney-in-fact of Stockholder (such power of attomey being
coupled with an interest), with full authority in the place and stead of
Stockholder and in the name of Stockholder, APS or otherwise, from time to time
on APS' discretion and upon the occurrence of any default by Stockholder of any
of Stockholder's obligations hereunder, to take any action and to execute any
instrument which APS may deem necessary or advisable to accomplish the purposes
of this Agreement, including without limitation to assign and transfer the stock
which is the subject of this Agreement to APS, or any part thereof, absolutely
and to execute and deliver endorsements, assignments, conveyances, bills of sale
and other instruments with power to substitute one or more persons or
corporation with like power.
21. Binding Effect. This Option Agreement shall inure to the benefit of,
and be binding upon the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns. Stockholder may not assign
its rights or obligations hereunder without the prior express written consent of
APS in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day
and year first above written.
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Stockholder
OPTION AGREEMENT
THIS AGREEMENT is made and entered into on this 30th day of September, 1996
by and between American Physicians Service Group, Inc. ("APS"), a Delaware
corporation, and Xxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx, individuals
("Stockholder").
IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. Identification of Exsorbet Industries. Inc. Exsorbet Industries, Inc. is
an Idaho corporation, having its principal place of business in Jackson,
Mississippi. The only class of common stock of Exsorbet Industries, Inc. trades
on the Nasdaq Stock Market, Inc. SmallCap Market under the symbol "EXSO". As
used herein, the term "Exsorbet" shall refer to Exsorbet Industries, Inc. and
its successors.
2. Disclosures. Stockholder has disclosed to APS that Exsorbet, through its
Board of Directors, has proposed merger into a Delaware corporation, whereby tne
Delaware corporation would be the surviving corporation, and changing the name
of Exsorbet to Consolidated EcoSysterns, Inc. The term "Exsorbet" shall refer to
such surviving or successor corporation in the event that such merger and/or
name change is approved.
3. Representations. Stocknolder has made no representadons to APS
concerning the financial condition of Exsorbet and its subsidiaries. Stockholder
has made no representations or warranties concerning the future value of
Exsorbet stock, future earnings of Exsorbet, or any other representations
concerning Exsorbet, except as are identified herein.
4. Stock Ownership. Stockholder is the owner of 1,152,021 shares of common
stock of Exsorbet, such shares having been issued pursuant to Rule 144 of
the United States Securities and Exchange Commission ("Rule 144"). Such shares
of common stock are subject to the provisions of Rule 144 and all applicable
state and federal securities regulations and statutes. Stockholder will not
transfer or assign any of such stock until expiration of this option agreement.
5. Option Agreements. Stockholder possesses a present right to acquire
200,000 shares of common stock of Exsorbet pursuant to an option agreement or
agreements, copies of which are attached hereto. Stockholder will not transfer,
extinguish or assign any of such options or rights thereunder until expiration
of this option agreement.
6. Option Grant to APS. For a period of sixty days after September 30,
1996, Stockholder grants to APS an exclusive right to acquire 317,500 shares of
common stock of Exsorbet, representing a portion of those shares identified
in paragraph 4, above. The acquisition price shall be $2.75 per share.
7. Additional Option Grant to APS. For a period of sixty days after
September 30, 1996, Stockholder grants to APS an exclusive right to acquire
-0- shares of common stock of Exsorbet, by exercising such portion of the
options identified in paragraph 5, above as necessary to acquire such number of
shares. The acquisition price shall be S2.75 per share.
8. Exercising of Stock Options. Stockholder warrants and covenants with
APS that he will, upon exercising of the option specified in paragraph 6 or
7, above, exercise the option agreements with Exsorbet, acquiring the number
of shares being ultimately transferrable to APS. Such option exercise shall
occur within two business days of not)fication by APS that it is exercising
the option specified herein.
9. APS Agreements. APS: (A) understands that the Exsorbet stock has not
been, and will not be, registered under the Securities Act, or under any state
securities laws, and are being offered and sold in reliance upon federal and
state exemptdons for transactions not involving any public offering; (B) is
acquiring the Exsorbet stock for its own account for investment purposes, and
not with a view to the distribution thereof; (C) is a sophisticated investor
with knowledge and experience in business and financial matters, (D) has
received or will receive certain information concerning Exsorbet and has had the
opportunity to obtain additional information as desired in order to evaluate the
merits and the risks inherent in holding the Exsorbet stock; (E) is able to bear
the economic risk and lack of liquidity inherent in holding the Exsorbet stock;
and (F) is an Accredited Investor, as defined in Regulation D promulgated
pursuant to the Secunties Act of 1933, as amended.
10. Paragraph Headings. Paragraph Headings, being the underlined portion at
the beginning of each section, are intended for assistance only and shall not
alter, modify, amend, or change the meanings of the written paragraphs.
11. Construction. This Agreement shall be liberally construed in favor of
granting an exclusive option upon the terms specified herein. In furtherance
thereof, this Agreement shall be construed in accordance with the laws and
statutes of the State of Texas, being the principal place of business of APS.
12. Advice to Seek Legal Counsel. Stockholder has sought and obtained the
advice of counsel prior to entering this Agreement or has been strongly advised
to obtain legal counsel concerning the advisability of entering this Agreement.
In entering this Agreement, Stockholder is not relying upon any statements,
representations, or opinions of: (a) any attomeys or counsel for or of Exsorbet
or APS; (b) any representatives, agents, officers, employees, or directors of
Exsorbet Industries, Inc., its subsidiaries, or APS; or (c) any person other
than his retained legal attorney.
13. Notices. Notices to Stockholder shall be delivered to: Xxxxx and
Xxxxxxx Xxxxxxxx, 0000 Xxxxxx Xxxx, Xxxxxxx, XX 00000.
Notices to APS shall be delivered to: Xxxxx Xxxx, Xx., 0000 Xxxxxxx xx
Xxxxx Xxxxxxx, Xxxxx X-000, Xxxxxx, XX 00000.
All notices shall be delivered by certified mail with a retum receipt
requested, by ovemight courier, or by facsimile. All notices shall be complete
upon delivery.
14. Cooperation. Stockholder agrees to fully cooperate with APS in the
event that APS elects to exercise any rights under this Agreement. Stockholder
shall take no action which would obstruct the ability of APS to exercise its
rights under this Agreement.
15. Procedure for Exercising Option. APS may exercise its rights under this
Agreement by giving written notice to the Sharebolder in the manner specified in
paragraph 13, above. Such written notice shall be in any reasonable form
sufficient to notify Stockholder of the exercising of the option. Full payment
shall be due upon the delivery of any or all shares from Stockholder to APS.
Upon exercising of any options, Stockholder shall arrange for: (i) delivery of
existing shares, if any, to APS within five business days; (ii) exercising of
any stock options with Exsorbet within two business days; and (iii) delivery of
stock certificates obtained upon exercise of stock ophons within two business
days of receipt of such stock certificates.
16. Severability. In the event that any secdon or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder shall be
severable, valid, and effective as if such invalid, unlawful, or unenforceable
section or paragraph were not contained herein.
17. Consideration. In consideration of the Agreements contained herein, APS
is providing the sum of One Hundred Dollars (S 100.00) to Stockholder.
Stockholder accepts such amount as full and complete consideration for this
Agreement.
18. Complete Agreement. This Agreement is the full and complete agreement
between the parties. There are no agreements or understandings between the
parties which are not contained herein.
19. Adjustments in Option. In the event that the common stock of Exsorbet is
changed into or exchanged for a different number or kind of shares of Exsorbet
or other securides by reason of merger, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of shares, the
option granted to APS herein shall be subject to an appropriate and equitable
adjustment in the number and kind of shares as to which the option, or
portions thereof then unexercised, shall be exercisable, to the end that
after such event the proportionate interest of APS shall be maintained as before
the occurrence of such event. Such adjustment in the option shall be made
without change in the total price applicable to the unexercised portion of the
option.
20. APS Party Appointed Attorney-in-Fact. Stockholder hereby irrevocably
appoints APS as attorney-in-fact of Stockholder (such power of attomey being
coupled with an interest), with full authority in the place and stead of
Stockholder and in the name of Stockholder, APS or otherwise, from time to time
on APS' discretion and upon the occurrence of any default by Stockholder of any
of Stockholder's obligations hereunder, to take any action and to execute any
instrument which APS may deem necessary or advisable to accomplish the purposes
of this Agreement, including without limitation to assign and transfer the stock
which is the subject of this Agreement to APS, or any part thereof, absolutely
and to execute and deliver endorsements, assignments, conveyances, bills of sale
and other instruments with power to substitute one or more persons or
corporation with like power.
21. Binding Effect. This Option Agreement shall inure to the benefit of,
and be binding upon the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns. Stockholder may not assign
its rights or obligations hereunder without the prior express written consent of
APS in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day
and year first above written.
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Stockholder
