SECRETARY OF THE COMPANY. PURCHASER SHALL BE ENTITLED TO
VOTE AND TO RECEIVE DIVIDENDS AND DISTRIBUTIONS ON ALL SUCH DEPOSITED UNVESTED
SHARES.
(F)
TERMINATION. THE PROVISIONS OF THIS
SECTION 4 SHALL AUTOMATICALLY TERMINATE IN ACCORDANCE WITH SECTION 3(B) ABOVE.
(G)
ASSIGNMENT. THE COMPANY MAY ASSIGN ITS
REPURCHASE RIGHT UNDER THIS SECTION 4 WITHOUT THE CONSENT OF THE PURCHASER.
5.
RESTRICTIONS ON UNVESTED SHARES.
UNVESTED SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF,
EXCEPT THAT SUCH UNVESTED SHARES MAY BE TRANSFERRED TO A TRUST ESTABLISHED FOR
THE SOLE BENEFIT OF THE PURCHASER AND/OR HIS OR HER SPOUSE, CHILDREN OR
GRANDCHILDREN. ANY UNVESTED SHARES THAT ARE TRANSFERRED AS PROVIDED HEREIN
REMAIN SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
6.
ADJUSTMENTS UPON CHANGES IN CAPITAL
STRUCTURE. IN THE EVENT THAT THE OUTSTANDING SHARES OF COMMON STOCK OF THE
COMPANY ARE HEREAFTER INCREASED OR DECREASED OR CHANGED INTO OR EXCHANGED FOR A
DIFFERENT NUMBER OR KIND OF SHARES OR OTHER SECURITIES OF THE COMPANY BY REASON
OF A RECAPITALIZATION, STOCK SPLIT, COMBINATION OF SHARES, RECLASSIFICATION,
STOCK DIVIDEND, OR OTHER CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY, THEN
PURCHASER SHALL BE ENTITLED TO NEW OR ADDITIONAL OR DIFFERENT SHARES OF STOCK OR
SECURITIES, IN ORDER TO PRESERVE, AS NEARLY AS PRACTICAL, BUT NOT TO INCREASE,
THE BENEFITS OF PURCHASER UNDER THIS AGREEMENT, IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 4.2 OF THE PLAN. SUCH NEW, ADDITIONAL OR DIFFERENT SHARES
SHALL BE DEEMED "SHARES" FOR PURPOSES OF THIS AGREEMENT AND SUBJECT TO ALL OF
THE TERMS AND CONDITIONS HEREOF.
7.
SHARES FREE AND CLEAR. ALL SHARES
PURCHASED BY THE COMPANY PURSUANT TO THIS AGREEMENT SHALL BE DELIVERED BY
PURCHASER FREE AND CLEAR OF ALL CLAIMS, LIENS AND ENCUMBRANCES OF EVERY NATURE
(EXCEPT THE PROVISIONS OF THIS AGREEMENT AND ANY CONDITIONS CONCERNING THE
SHARES RELATING TO COMPLIANCE WITH APPLICABLE FEDERAL OR STATE SECURITIES LAWS),
AND THE PURCHASER THEREOF SHALL ACQUIRE FULL AND COMPLETE TITLE AND RIGHT TO ALL
OF SUCH SHARES, FREE AND CLEAR OF ANY CLAIMS, LIENS AND ENCUMBRANCES OF EVERY
NATURE (AGAIN, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT AND SUCH SECURITIES
LAWS).
3
8.
LIMITATION OF COMPANY'S LIABILITY FOR
NONISSUANCE; UNPERMITTED TRANSFERS.
(A)
THE COMPANY AGREES TO USE ITS REASONABLE
BEST EFFORTS TO OBTAIN FROM ANY APPLICABLE REGULATORY AGENCY SUCH AUTHORITY OR
APPROVAL AS MAY BE REQUIRED IN ORDER TO ISSUE AND SELL THE SHARES TO PURCHASER
PURSUANT TO THIS AGREEMENT. THE INABILITY OF THE COMPANY TO OBTAIN, FROM ANY
SUCH REGULATORY AGENCY, AUTHORITY OR APPROVAL DEEMED BY THE COMPANY'S COUNSEL TO
BE NECESSARY FOR THE LAWFUL ISSUANCE AND SALE OF THE SHARES HEREUNDER AND UNDER
THE PLAN SHALL RELIEVE THE COMPANY OF ANY LIABILITY IN RESPECT OF THE
NONISSUANCE OR SALE OF SUCH SHARES AS TO WHICH SUCH REQUISITE AUTHORITY OR
APPROVAL SHALL NOT HAVE BEEN OBTAINED.
(B)
THE COMPANY SHALL NOT BE REQUIRED TO:
(I)
TRANSFER ON ITS BOOKS ANY SHARES OF THE COMPANY WHICH SHALL HAVE BEEN SOLD OR
TRANSFERRED IN VIOLATION OF ANY