AFG Holdings, Inc. Sample Contracts

AFG Holdings, Inc. – Contract (July 9th, 2018)

We are acting as special counsel to AFG Holdings, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-1, originally filed with the Securities and Exchange Commission (the “Commission”) on June 1, 2018 (File No. 333-225386), under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”), relating to the proposed registration by the Company of up to an aggregate of 18,200,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and of up to an additional 2,730,000 shares of Common Stock pursuant to the underwriters’ option to purchase additional shares, if any. The shares of Common Stock to be sold by the Company and the selling stockholders (the “Selling Stockholders”) identified in the Registration Statement are referred to herein as the “Shares” and the offering of

AFG Holdings, Inc. – AFG Holdings, Inc. Common Stock Underwriting Agreement (July 2nd, 2018)
AFG Holdings, Inc. – AFG HOLDINGS AMENDED AND RESTATED 2017 EQUITY AND PERFORMANCE INCENTIVE PLAN (June 26th, 2018)
AFG Holdings, Inc. – AFG HOLDINGS, INC. 2018 OMNIBUS INCENTIVE PLAN (June 12th, 2018)

The purpose of this AFG Holdings, Inc. 2018 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The Plan is effective as of the date set forth in Article XIV.

AFG Holdings, Inc. – FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AFG HOLDINGS, INC. (June 12th, 2018)

AFG Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:

AFG Holdings, Inc. – THIRD AMENDED AND RESTATED BYLAWS OF AFG HOLDINGS, INC. Incorporated under the Laws of the State of Delaware Date of Adoption: [●], 2018 (June 12th, 2018)
AFG Holdings, Inc. – AFG HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT (June 12th, 2018)

This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of September 11, 2017 (the “Date of Grant”) by and between AFG Holdings, Inc., a Delaware corporation (the “Company”), and Curtis Samford (“Optionee”). As a condition precedent to the Company’s grant of the Option (as defined in Section 2 of this Agreement) to Optionee,

AFG Holdings, Inc. – AFG HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT (June 12th, 2018)

This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of December 1, 2017 (the “Date of Grant”) by and between AFG Holdings, Inc., a Delaware corporation (the “Company”), and Larry Blackburn (“Optionee”). As a condition precedent to the Company’s grant of the Option (as defined in Section 2 of this Agreement) to Optionee, (i) Optionee is executing and delivering a counterpart of the Stockholders Agreement between the Company and certain of its stockholders, dated June 8, 2017, as the same may be amended from time to time (the “Stockholders Agreement”) and thereby agrees to be bound by the Stockholders Agreement as a “Holder” thereunder, and (ii) Optionee has purchased a number of shares of common stock of the Company (“Common Stock”) with an aggregate value as of the Date of Grant of $250,000.

AFG Holdings, Inc. – AFG HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT (June 12th, 2018)

This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of July 31, 2017 (the “Date of Grant”) by and between AFG Holdings, Inc., a Delaware corporation (the “Company”), and Tom Giles (“Optionee”). As a condition precedent to the Company’s grant of the Option (as defined in Section 2 of this Agreement) to Optionee, (i) Optionee is executing and delivering a counterpart of the Stockholders Agreement between the Company and certain of its stockholders, dated June 8, 2017, as the same may be amended from time to time (the “Stockholders Agreement”) and thereby agrees to be bound by the Stockholders Agreement as a “Holder” thereunder.

AFG Holdings, Inc. – AFG HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 8, 2017 (June 12th, 2018)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 8, 2017, by and among AFG Holdings, Inc., a Delaware corporation (the “Company”), and all of the stockholders of the Company who were issued shares of Company Common Stock in the Plan (each such party as identified on Schedule I hereto, together with any Person (as defined below) who hereafter becomes a party to this Agreement, a “Holder” and collectively, the “Holders”). The Company and the Holders are referred to collectively herein as the “Parties.”

AFG Holdings, Inc. – WARRANT AGREEMENT between AFG HOLDINGS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. COMPUTERSHARE INC., as Warrant Agent Dated as of June 8, 2017 Warrants To Purchase Common Stock (June 12th, 2018)

AGREEMENT dated as of June 8, 2017 between AFG Holdings, Inc., a Delaware corporation (referred to herein as the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”) and Computershare Trust Company, N.A., a federally chartered trust company (collectively referred to herein as the “Warrant Agent”).

AFG Holdings, Inc. – INDEMNIFICATION AGREEMENT (June 12th, 2018)

This Indemnification Agreement is effective as of [●], 2018, (this “Agreement”) and is between AFG Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).

AFG Holdings, Inc. – STOCKHOLDERS’ AGREEMENT (June 12th, 2018)

This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [·], 2018, is entered into by and among AFG Holdings, Inc., a Delaware corporation (the “Company”), the stockholders identified on the signature pages hereto, and any other persons signatory hereto from time to time (collectively, the “Principal Stockholders”).

AFG Holdings, Inc. – ABL CREDIT AGREEMENT Dated as of June 7, 2017 Among AFG HOLDINGS, INC. (f/k/a FR AFG HOLDINGS, INC.) as Parent, AMERIFORGE GROUP INC. as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH as Administrative Agent, Collateral Agent and L/C Issuer and THE LENDERS PARTY HERETO FROM TIME TO TIME DEUTSCHE BANK SECURITIES INC. as Lead Arranger and Bookrunner (June 12th, 2018)

This ABL CREDIT AGREEMENT is entered into as of June 7, 2017 (as amended, restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”) among AFG HOLDINGS, INC., a Delaware corporation (“Parent”), AMERIFORGE GROUP INC., a Texas corporation (the “Borrower”), the other Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent, Collateral Agent and L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

AFG Holdings, Inc. – AMENDMENT NO. 1 TO AFG HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT (June 12th, 2018)

THIS AMENDMENT NO. 1 (this “Amendment”), is dated as of May [    ], 2018 (the “Effective Date”) and amends that certain Nonqualified Stock Option Agreement (the “Agreement”) dated effective as of [DATE] between [EXECUTIVE] (“Optionee”) and AFG Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

AFG Holdings, Inc. – CREDIT AGREEMENT Dated as of June 8 2017 Among AFG HOLDINGS, INC. (f/k/a FR AFG HOLDINGS, INC.) as Parent, AMERIFORGE GROUP INC. as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME (June 12th, 2018)

This CREDIT AGREEMENT is entered into as of June 8, 2017 (as amended, restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”) among AFG HOLDINGS, INC. (f/k/a FR AFG HOLDINGS, INC.), a Delaware corporation (“Parent”), AMERIFORGE GROUP INC., a Texas corporation (the “Borrower”), the Guarantors party hereto from time to time, CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

AFG Holdings, Inc. – Tom Giles Houston, TX 77024 Re: Severance Letter Agreement Dear Mr. Giles: (June 1st, 2018)

AFGlobal Corporation (the “Company”) has determined that appropriate steps should be taken to reinforce and encourage your continued attention and dedication to the Company and to recognize the continuing importance of your work to the success of the Company. Accordingly, the Company would like to provide you with severance protections pursuant to the terms of this letter agreement (the “Agreement”).

AFG Holdings, Inc. – EMPLOYMENT AGREEMENT (June 1st, 2018)

This EMPLOYMENT AGREEMENT (“Agreement’’) is entered into as of December 1, 2017 (the “Effective Date”) between Ameriforge Group, Inc. d/b/a AF Global Corporation, a Texas corporation (the “Company”), and Larry Blackburn (“Executive”).

AFG Holdings, Inc. – THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (Amended and Restated as of June 8, 2017) (June 1st, 2018)

FR AFG Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify:

AFG Holdings, Inc. – SECOND AMENDED AND RESTATED BY-LAWS OF AFG HOLDINGS, INC. (Amended and Restated as of June 8, 2017 (the “Emergence Date”) (June 1st, 2018)
AFG Holdings, Inc. – EMPLOYMENT AGREEMENT (June 1st, 2018)

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of September 11, 2017 (the “Effective Date”) between Ameriforge Group, Inc. d/b/a AF Global Corporation, a Texas corporation (the “Company”), and Curtis Samford (“Executive”).