PROVIDED THAT THE PURCHASER DOES NOT CEASE TO BE A SERVICE
PROVIDER PRIOR TO THE DATE OF ANY SUCH RELEASE.
(J)
ANY OF THE SHARES THAT HAVE NOT YET BEEN RELEASED FROM THE
REPURCHASE OPTION ARE REFERRED TO HEREIN AS "UNRELEASED SHARES."
(K)
THE SHARES THAT HAVE BEEN RELEASED FROM THE REPURCHASE OPTION
SHALL BE DELIVERED TO THE PURCHASER AT THE PURCHASER'S REQUEST (SEE SECTION 6).
5.
RESTRICTION ON TRANSFER.
EXCEPT FOR THE ESCROW DESCRIBED IN
SECTION 6 OR THE TRANSFER OF THE SHARES TO THE COMPANY OR ITS ASSIGNEES
CONTEMPLATED BY THIS AGREEMENT, NONE OF THE SHARES OR ANY BENEFICIAL INTEREST
THEREIN SHALL BE TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF IN ANY WAY
UNTIL SUCH SHARES ARE RELEASED FROM THE COMPANY'S REPURCHASE OPTION IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, OTHER THAN BY WILL OR THE LAWS
OF DESCENT AND DISTRIBUTION.
6.
ESCROW OF SHARES.
(L)
TO ENSURE THE AVAILABILITY FOR DELIVERY OF THE PURCHASER'S
UNRELEASED SHARES UPON REPURCHASE BY THE COMPANY PURSUANT TO THE REPURCHASE
OPTION, THE PURCHASER SHALL, UPON EXECUTION OF THIS AGREEMENT, DELIVER AND
DEPOSIT WITH AN ESCROW HOLDER DESIGNATED BY THE COMPANY (THE "ESCROW HOLDER")
THE SHARE CERTIFICATES REPRESENTING THE UNRELEASED SHARES, TOGETHER WITH THE
STOCK ASSIGNMENT DULY ENDORSED IN BLANK, ATTACHED HERETO AS EXHIBIT A-2.
THE
UNRELEASED SHARES AND
-2-
STOCK ASSIGNMENT SHALL BE HELD BY THE ESCROW HOLDER, PURSUANT TO THE JOINT
ESCROW INSTRUCTIONS OF THE COMPANY AND PURCHASER ATTACHED HERETO AS EXHIBIT A-3,
UNTIL SUCH TIME AS THE COMPANY'S REPURCHASE OPTION EXPIRES.
AS A FURTHER
CONDITION TO THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT, THE COMPANY MAY
REQUIRE THE SPOUSE OF PURCHASER, IF ANY, TO EXECUTE AND DELIVER TO THE COMPANY
THE CONSENT OF SPOUSE ATTACHED HERETO AS EXHIBIT A-4.
(M)
THE ESCROW HOLDER SHALL NOT BE LIABLE FOR ANY ACT IT MAY DO OR OMIT
TO DO WITH RESPECT TO HOLDING THE UNRELEASED SHARES IN ESCROW WHILE ACTING IN
GOOD FAITH AND IN THE EXERCISE OF ITS JUDGMENT.
(N)
IF THE COMPANY OR ANY ASSIGNEE EXERCISES THE REPURCHASE OPTION
HEREUNDER, THE ESCROW HOLDER, UPON RECEIPT OF WRITTEN NOTICE OF SUCH EXERCISE
FROM THE PROPOSED TRANSFEREE, SHALL TAKE ALL STEPS NECESSARY TO ACCOMPLISH SUCH
TRANSFER.
(O)
WHEN THE REPURCHASE OPTION HAS BEEN EXERCISED OR EXPIRES
UNEXERCISED OR A PORTION OF THE SHARES HAS BEEN RELEASED FROM THE REPURCHASE
OPTION, UPON REQUEST THE ESCROW HOLDER SHALL PROMPTLY CAUSE A NEW CERTIFICATE TO
BE ISSUED FOR THE RELEASED SHARES AND SHALL DELIVER THE CERTIFICATE TO THE
COMPANY OR THE PURCHASER, AS THE CASE MAY BE.
(P)
SUBJECT TO THE TERMS HEREOF, THE PURCHASER SHALL HAVE ALL THE
RIGHTS OF A STOCKHOLDER WITH RESPECT TO THE SHARES WHILE THEY ARE HELD IN
ESCROW, INCLUDING WITHOUT LIMITATION, THE RIGHT TO VOTE THE SHARES AND TO
RECEIVE ANY CASH DIVIDENDS DECLARED THEREON.
IF, FROM TIME TO TIME DURING THE
TERM OF THE REPURCHASE OPTION, THERE IS (I) ANY STOCK DIVIDEND, STOCK SPLIT OR
OTHER CHANGE IN THE SHARES, OR (II) ANY MERGER OR SALE OF ALL