EXHIBIT 3
OPTION AGREEMENT
THIS OPTION AGREEMENT (this "Agreement") dated as of November 22,
1999, is entered into between Xxxx X. Xxxxxxx ("ML") and CCG CHARITABLE
REMAINDER UNITRUST #1 ("CCG").
WITNESSETH:
WHEREAS, ML, Xxxxxxx X. Xxxxxxx, Crimson CCG Capital Management,
LLC, Xxxxxxx X. Xxxxx, CCG Venture Partners, LLC, Christian Capital Group, Ltd.,
CCG, Xxxxxx X. Xxxxx, Xxxxx Interests, Ltd., and RDTD, Inc. are parties to that
certain Termination Agreement dated as of even date herewith (the "Termination
Agreement"); and
WHEREAS, this Agreement is delivered in connection with and is
required by the Termination Agreement;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. OPTION.
(A) GRANT OF OPTION. Subject to the terms and conditions of this
Agreement, ML shall have the right and option (the "Option") at any time
prior to November 22, 2009, to purchase and accept from CCG 555 shares of
North American Technologies Group, Inc. ("NATK") Series F Convertible
Preferred Stock (along with 4,150 Series F Warrants which were attached to
the Series F Preferred Stock shares when they were originally purchased)
and 100 shares of NATK Series G Convertible Preferred Stock, Subseries I
(the "Option Interest"). The Option Interest in the Series F Convertible
Preferred Stock (the "Class F Option Interest") must be purchased in its
entirety in a single transaction. Similarly, the Option Interest in the
Series G Convertible Preferred Stock, Subseries I (the "Class G Option
Interest") must be purchased in its entirety in a single transaction.
However, the Class F Option Interest and the Class G Option Interest may
be purchased in separate transactions at different times.
(B) OPTION EXERCISE PRICE. The purchase price for the Class F Option
Interest to be paid in cash by ML on the Option Closing Date, upon the
exercise of the Option by ML pursuant to, and in accordance with, Section
2(c) of this Agreement, shall be an amount equal to Thirty Seven Thousand
Four Hundred Sixty Two Dollars ($37,462.00). The purchase price for the
Class G Option Interest to be paid in cash by ML on the Option Closing
Date, upon the exercise of the Option by ML pursuant to, and in accordance
with, Section 2(c) of this Agreement, shall be an amount equal to Seven
Thousand Six Hundred Seventy-Five Dollars ($7,675.00).
(C) EXERCISE OF OPTION. The Option may be exercised by ML at any
time prior to November 22, 2009. ML shall exercise the Option by
delivering written notice to CCG at least three (3) business days prior to
the Option Closing Date, stating that ML is exercising the Option, subject
to the terms and conditions of this Agreement, to acquire either the Class
F Option Interest or the Class G Option Interest on the Option Closing
Date. The "Option Closing Date" shall mean the date specified in the
foregoing option exercise notice as the business day on which ML shall
exercise the Option.
(D) INSTRUMENT OF TRANSFER. On the Option Closing Date, upon receipt
of the purchase price for the appropriate Option Interest, CCG shall
deliver to ML the certificates representing the appropriate Option
Interest together with a stock power executed by CCG transferring such
Option Interest.
(E) REORGANIZATIONS AND ACQUISITIONS. In the event of any stock
split, stock dividend, reverse stock split, combination of shares, or
other similar increase or decrease in the number of shares issued and
outstanding affecting the Option Interest, then the number of shares
subject to this Option and the exercise price shall be proportionally
adjusted to account for any such increase or decrease. If the issuer of
the Option Interest is involved in any transaction pursuant to which the
holder of the Option Interest receives or becomes entitled to receive
securities of a different issuer, then this Option shall apply to such
other securities and shall continue in accordance with its terms, and upon
exercise of the Option, ML shall be entitled to receive the securities he
would have received had he held the Option Interest immediately prior to
such transaction.
(F) AGREEMENT TO DIVIDE AND LEGEND THE CERTIFICATES. CCG shall
promptly cause the share certificates which represent the Option Interest
to be reissued by the issuer in an amount of shares equal to the Option
Interest. Thereafter CCG shall promptly place, or cause to be placed upon
the certificates which represent the Option Interest the following legend:
The shares represented by this Certificate are subject to that certain
Option Agreement, dated as of November 22, 1999, from CCG Charitable
Remainder Unitrust #1 to Xxxx X. Xxxxxxx, which Agreement shall expire on
November 22, 2009.
2. SUBORDINATION OF THIS AGREEMENT TO EXISTING AGREEMENTS AND APPLICABLE
LAWS. CCG's grant of the Option and the transfer of the Option Interest by CCG
to ML, if any, shall be subject to all existing restrictions on transfers and
requirements of securities laws and regulations. CCG's obligations under this
Agreement, including CCG's grant of the Option and transfer of the Option
Interest, if any, shall be subject to, and shall not require CCG to breach any
covenant or representation contained in existing agreements or governing
corporate documents applicable to Option Interest or the underlying securities
("Existing Agreements"). CCG shall have no obligation to perform any act or
expend any money in order to facilitate the grant of the Option or the transfer
of the Option Interest in contravention of, or to cause compliance with, any
existing restrictions or transfers, requirements of securities laws and
regulations, or Existing Agreements.
3. NO ASSIGNMENT OR TRANSFER. This Agreement may not be Transferred by
either party hereto by operation of law or otherwise, except that it may be
transferred by ML upon his
death by will, trust, or the laws of intestacy. "Transfer" shall mean to
directly or indirectly, sell, assign, convey, donate, contribute, mortgage,
pledge, grant a security interest in, or otherwise dispose or alienate. Any
Transfer of this Agreement shall be void.
4. FURTHER ASSURANCES. From time to time, upon request of the other party,
each party hereto shall, without further consideration other than reimbursement
for any reasonable and necessary costs and expenses, execute, deliver and
acknowledge all such further documents, agreements, certificates and instruments
and do such further acts (together with all such acts regarding such further
documents, "Further Acts") as the other may reasonably request to more
effectively evidence or effectuate the transactions contemplated by this
Agreement.
5. DISPUTE RESOLUTIONS. Rather than litigation, any dispute between the
parties hereto may be submitted by either party to arbitration under the
Commercial Arbitration Rules of the American Arbitration Association and the
results of the arbitration shall be binding upon the parties. All reasonable
costs and fees, if any, related to dispute resolution shall be borne by the
non-prevailing party, and any such reasonable costs and fees previously paid by
the prevailing party shall be reimbursed immediately after resolution by the
non-prevailing party to the prevailing party.
6. NOTICES. Except as otherwise provided herein, any and all notices,
consents or other communications between the parties, in order to be effective,
shall be in writing and shall be sent via personal delivery or by Federal
Express or similar overnight service or by first class certified mail, return
receipt requested to the following addresses, or any other addresses designated
by notices delivered in accordance with this section.
If to CCG:
00000 X. X. Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Fax: 000-000-0000
If to ML:
0000 Xxxxxxxx Xxxxx Xx.
Xxxxxx, XX 00000
Fax: 000-000-0000
Such communications shall be deemed duly provided or received upon personal
delivery, or three business days after being sent in accordance with this
Section. Any party hereto may change its or his address for the purpose of this
Section by giving notice to the other parties hereto in accordance herewith.
7. APPLICATION OF TEXAS LAW. THIS AGREEMENT, AND THE APPLICATION AND
INTERPRETATION HEREOF, SHALL BE GOVERNED EXCLUSIVELY BY ITS TERMS AND BY THE
LAWS OF THE STATE OF TEXAS (EXCEPT CONFLICTS OF LAWS RULES).
8. HEADINGS. The headings in this Agreement are inserted for convenience
only and are in no way intended to describe, interpret, define or limit the
scope, extent or intent of this Agreement or any provision hereof.
9. WAIVERS. No waiver of any right under this Agreement shall be
effective unless evidenced in writing and executed by the person entitled to the
benefits thereof. The failure of any party to seek redress for violation of or
to insist upon the strict performance of any covenant or condition of this
Agreement shall not prevent another act or omission, which would have originally
constituted a violation, from having the effect of an original violation.
10. SEVERABILITY. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid, illegal or unenforceable
to any extent, the remainder of this Agreement and the application thereof shall
not be affected and shall be enforceable to the fullest extent permitted by law.
11. COMPLETE AGREEMENT. This instrument and the Termination Agreement of
even date herewith contain the entire agreement of the parties concerning the
subject matter hereof and supersede any other prior agreements or
understandings, whether written or oral, between the parties concerning the
subject matter hereof. This Agreement may not be changed except by written
agreement duly executed by the parties hereto.
12. MISCELLANEOUS. Terms defined in the singular include the plural and
terms defined in the plural include the singular. The words "hereof", "herein"
and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement. The pronouns used in this Agreement are in the masculine and neuter
gender but shall be construed as masculine, feminine or neuter as occasion may
require.
IN WITNESS WHEREOF, the parties may execute this Agreement in multiple
counterparts, each of which shall be deemed to be an original but all of which
taken together shall constitute but one in the same document.
CCG CHARITABLE REMAINDER UNITRUST #1
By: /S/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: Trustee
/S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
