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EXHIBIT 4.3
STOCK OPTION AGREEMENT
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THIS AGREEMENT is made as of September 16, 1998, by and between CVF
Technologies Corporation, a Nevada corporation (the "Company") and Clapboard
Ridge Investors LLC (the "Optionee").
WHEREAS, the Company desires to grant to the Optionee an option to acquire
an aggregate of 50,000 shares of common stock of the Company, $.001 par value
per share (the "Stock"), on the terms set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. Effective as of the date hereof, the Optionee is hereby
granted an option (the "Option") to purchase an aggregate of 50,000 shares of
Stock, pursuant to the terms of this Agreement. The Option is not intended to be
and shall not be treated as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended.
2. OPTION PRICE. The exercise price of the Option shall be $3.25 per share
of Stock subject thereto.
3. CONDITIONS TO EXERCISABILITY. The Option shall become exercisable with
respect to all of the shares of Stock covered by the Option on the date of this
Agreement.
4. PERIOD OF OPTION. The Option shall expire on the fifth anniversary of
the date of this Agreement.
5. EXERCISE OF OPTION.
(a) The Option shall be exercised in the following manner. The
Optionee shall deliver to the Company written notice specifying the number of
shares of Stock that the Optionee elects to purchase, which shall be a whole
number of shares of Stock not less than 100. The Optionee must include with such
notice full payment of the exercise price for the Stock being purchased pursuant
to such notice. Payment of the exercise price must be made in cash or in shares
of Stock having a Fair Market Value (as hereinafter defined) equal to such
Option price or in a combination of cash and Stock. "Fair Market Value" of a
share of Stock shall mean (i) if the shares of Stock are then listed or admitted
to trading on any national securities exchange, the last reported sales price of
the shares of Stock sold in the regular way on the principal national securities
exchange on which such Stock is listed or admitted to trade, or if no sales
occurred on such date, the last sales price on the last preceding day on which
such shares of Stock were sold on such exchange or (ii) if the shares of Stock
are not then listed or admitted to trading on any national securities exchange,
the last reported sale price of a share of Stock as reported on any National
Association of
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Securities Dealers Automated Quotation System ("NASDAQ") on the last preceding
day on which such shares of Stock were reported sold, or (iii) if the shares of
Stock are not then listed or admitted to trading on the national securities
exchange or reported on NASDAQ, such value as the Board of Directors of the
Company, acting in good faith and in its sole discretion, shall determine. In
lieu of full payment of the exercise price in cash, upon request of the
Optionee, the Company may, in its discretion, allow Optionee to exercise the
Option or a portion thereof through a cashless exercise procedure whereby the
Optionee may pay the exercise price and any withholding taxes arising on such
exercise by directing that shares of Stock otherwise deliverable upon exercise
of the Option be withheld. In connection with any such cashless exercise, the
portion of the Option relating to the shares of Stock being withheld in payment
of the exercise price shall be deemed surrendered and cancelled. On exercise of
the Option, if the Company is required by law to withhold for the payment of
taxes arising with respect to such exercise, such notice of exercise shall also
be accompanied by payment in cash or in shares of Stock already owned of the
amount of any taxes which are required by law to be so withheld.
(b) The Optionee will not be deemed to be a holder of any shares
of Stock pursuant to exercise of the Option until the date of the issuance of a
stock certificate for such shares and until such shares shall have been paid for
in full.
6. CERTAIN EVENTS. If the issued and outstanding shares of Stock are
increased or decreased, or are changed into or exchanged for a different number
or kind of shares or securities or other forms of property (including cash) or
rights, as a result of one or more reorganizations, recapitalizations, spin-
offs, stock splits, reverse stock splits, stock dividends or the like,
appropriate adjustments shall be made in the number and/or kind of shares or
securities or other forms of property (including cash) or rights for which this
Option may thereafter be exercised, all without any change in the aggregate
exercise price applicable to the unexercised portions of the Option, but with a
corresponding adjustment in the exercise price per share or other unit. No
fractional share of Stock shall be issued under this Option or in connection
with any such adjustment. Such adjustment shall be made by the Board of
Directors of the Company whose determinations as to what adjustments shall be
made, and the extent thereof, shall be final, binding and conclusive.
7. REQUIREMENTS OF LAW. By accepting the Option, the Optionee represents
and agrees for the Optionee that, unless a registration statement under the
Securities Act of 1933, as amended, is in effect as to shares of Stock purchased
upon the exercise of the Option, (a) any and all shares so purchased shall be
acquired for the Optionee's personal account and not with a view to or for the
sale in connection with any distribution and (b) any certificate or certificates
for shares of Stock purchased upon exercise of the Option may contain a legend,
in form and
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content acceptable to the Company, setting forth the restricted nature of such
shares of Stock. No certificate or certificates for shares of Stock purchased
upon exercise of this Option shall be issued and delivered unless and until, in
the opinion of legal counsel for the Company, such shares may be issued and
delivered without causing the Company to be in violation of or incur any
liability under federal, state or other securities law or any other requirement
of law of any regulatory body having jurisdiction over the Company.
8. NOTICES. Any notice to be given hereunder shall be in writing and shall
be deemed given when delivered personally, sent by courier or telecopy or
registered or certified mail, postage prepaid, return receipt requested,
addressed to the party concerned at the address indicated below or to such other
address as such party may subsequently give notice of hereunder in writing:
To Optionee at:
Clapboard Ridge Investors LLC
c/o John Q. Kelly, Esq.
916 Fifth Avenue
New York, New York 10030
To the Company at:
CVF Technologies Corporation
916 Center Street
Lewiston, New York 14092
Fax: (716) 754-7606
With a copy to:
Hodgson, Russ, Andrews, Woods & Goodyear LLP
One M&T Plaza, Suite 2000
Buffalo, New York 14203
Attn: John J. Zak
Any notice delivered personally or by courier under this paragraph shall be
deemed given on the date delivered and any notice sent by telecopy or registered
or certified mail, postage prepaid, return receipt requested, shall be deemed
given on the date telecopied or mailed.
9. GOVERNING LAW. This agreement will be governed by and construed in
accordance with the laws of the State of Nevada, without regard to its conflicts
of laws principles.
10. AMENDMENTS. The Board of Directors of the Company may at any time and
from time to time amend this Agreement; provided, however, that no such
amendment shall effect adversely any of the rights of the Optionee hereunder
without the Optionee's consent.
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11. COUNTERPARTS. This Agreement may be signed by the parties hereto in
separate counterparts, each of which shall be deemed an original and all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
CVF TECHNOLOGIES CORPORATION
By:
Title
OPTIONEE:
CLAPBOARD RIDGE INVESTORS LLC
By:
