in accordance with the following
instructions:
1.
APPOINTMENT.
HOLDER IRREVOCABLY
AUTHORIZES THE COMPANY TO DEPOSIT WITH YOU ANY CERTIFICATES EVIDENCING SHARES
(AS DEFINED IN THE AGREEMENT) TO BE HELD BY YOU HEREUNDER AND ANY ADDITIONS AND
SUBSTITUTIONS TO SAID SHARES.
FOR PURPOSES OF THESE JOINT ESCROW INSTRUCTIONS,
"SHARES" SHALL BE DEEMED TO INCLUDE ANY ADDITIONAL OR SUBSTITUTE PROPERTY.
HOLDER DOES HEREBY IRREVOCABLY CONSTITUTE AND APPOINT YOU AS HIS
ATTORNEY-IN-FACT AND AGENT FOR THE TERM OF THIS ESCROW TO EXECUTE WITH RESPECT
TO SUCH SHARES ALL DOCUMENTS NECESSARY OR APPROPRIATE TO MAKE SUCH SHARES
NEGOTIABLE AND TO COMPLETE ANY TRANSACTION HEREIN CONTEMPLATED.
SUBJECT TO THE
PROVISIONS OF THIS PARAGRAPH 1 AND THE TERMS OF THE AGREEMENT, HOLDER SHALL
EXERCISE ALL RIGHTS AND PRIVILEGES OF A STOCKHOLDER OF THE COMPANY WHILE THE
SHARES ARE HELD BY YOU.
2.
CLOSING OF PURCHASE.
(A)
UPON ANY PURCHASE BY THE COMPANY OF THE
SHARES IN CONNECTION WITH (I) THE COMPANY'S NOTICE OF THE EXERCISE OF THE
PURCHASE OPTION OR (II) THE DEEMED EXERCISE OF THE PURCHASE OPTION, EACH IN
ACCORDANCE WITH THE TERMS OF THE AGREEMENT, THE COMPANY SHALL GIVE TO HOLDER AND
YOU A WRITTEN NOTICE SPECIFYING THE PURCHASE PRICE FOR THE SHARES, AS DETERMINED
PURSUANT TO THE AGREEMENT, AND THE TIME FOR A CLOSING HEREUNDER (THE "CLOSING")
AT THE PRINCIPAL OFFICE OF THE COMPANY.
HOLDER AND THE COMPANY HEREBY
IRREVOCABLY AUTHORIZE AND DIRECT YOU TO CLOSE THE TRANSACTION CONTEMPLATED BY
SUCH NOTICE IN ACCORDANCE WITH THE TERMS OF SAID NOTICE.
(B)
AT THE CLOSING, YOU ARE DIRECTED (I) TO DATE
THE STOCK ASSIGNMENT FORM OR FORMS NECESSARY FOR THE TRANSFER OF THE SHARES,
(II) TO FILL IN ON SUCH FORM OR FORMS THE NUMBER OF SHARES BEING TRANSFERRED,
AND (III) TO DELIVER SAME, TOGETHER WITH THE CERTIFICATE OR CERTIFICATES
7
EVIDENCING THE SHARES TO BE TRANSFERRED, TO THE COMPANY AGAINST THE SIMULTANEOUS
DELIVERY TO YOU OF THE PURCHASE PRICE FOR THE SHARES BEING PURCHASED PURSUANT TO
THE AGREEMENT.
3.
WITHDRAWAL.
THE HOLDER SHALL HAVE THE
RIGHT TO WITHDRAW FROM THIS ESCROW ANY SHARES AS TO WHICH THE PURCHASE OPTION
(AS DEFINED IN THE AGREEMENT) HAS TERMINATED OR EXPIRED.
4.
DUTIES OF ESCROW AGENT.
(A)
YOUR DUTIES HEREUNDER MAY BE ALTERED,
AMENDED, MODIFIED OR REVOKED ONLY BY A WRITING SIGNED BY ALL OF THE PARTIES
HERETO.
(B)
YOU SHALL BE OBLIGATED ONLY FOR THE
PERFORMANCE OF SUCH DUTIES AS ARE SPECIFICALLY SET FORTH HEREIN AND MAY RELY AND
SHALL BE PROTECTED IN RELYING OR REFRAINING FROM ACTING ON ANY INSTRUMENT
REASONABLY BELIEVED BY YOU TO BE GENUINE AND TO HAVE BEEN SIGNED OR PRESENTED BY
THE PROPER PARTY OR PARTIES.
YOU SHALL NOT BE PERSONALLY LIABLE FOR ANY ACT YOU
MAY DO OR OMIT TO DO HEREUNDER AS ESCROW AGENT OR AS ATTORNEY-IN-FACT OF HOLDER
WHILE ACTING IN GOOD FAITH AND IN THE EXERCISE OF YOUR OWN GOOD JUDGMENT, AND
ANY ACT DONE OR OMITTED BY YOU PURSUANT TO THE ADVICE OF YOUR OWN ATTORNEYS
SHALL BE CONCLUSIVE EVIDENCE OF SUCH GOOD FAITH.