THAT
HE OR SHE: (I) HAS READ THIS AGREEMENT; (II) HAS BEEN REPRESENTED IN THE
PREPARATION, NEGOTIATION, AND EXECUTION OF THIS AGREEMENT BY LEGAL COUNSEL OF
THE PARTICIPANT'S OWN CHOICE OR HAS VOLUNTARILY DECLINED TO SEEK SUCH COUNSEL;
(III) UNDERSTANDS THE TERMS AND CONSEQUENCES OF THIS AGREEMENT; (IV) IS FULLY
AWARE OF THE LEGAL AND BINDING EFFECT OF THIS AGREEMENT; AND (V) UNDERSTANDS
THAT THE LAW FIRM OF WILMERHALE, IS ACTING AS COUNSEL TO THE COMPANY IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT, AND IS NOT
ACTING AS COUNSEL FOR THE PARTICIPANT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
BioSphere Medical, Inc.
By:
Title:
Address:
[Name of Participant]
Address:
6
Exhibit A
BioSphere Medical, Inc.
Joint Escrow Instructions
, [
]
___________________
[Secretary]
BioSphere Medical, Inc.
Dear Sir:
As Escrow Agent for BioSphere Medical, Inc., a Delaware corporation, and its
successors in interest under the Restricted Stock Agreement (the "Agreement") of
even date herewith, to which a copy of these Joint Escrow Instructions is
attached (the "Company"), and the undersigned person ("Holder"), you are hereby
authorized and directed to hold the documents delivered to you pursuant to the
terms of the Agreement 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 SECTION 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 PURSUANT TO THE
AGREEMENT, THE COMPANY SHALL GIVE TO HOLDER AND YOU A WRITTEN NOTICE SPECIFYING
THE NUMBER OF SHARES TO BE PURCHASED, 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
7
SHARES BEING TRANSFERRED, AND (III) TO DELIVER THE SAME, TOGETHER WITH THE
CERTIFICATE OR CERTIFICATES EVIDENCING THE SHARES TO BE TRANSFERRED, TO THE
COMPANY AGAINST THE SIMULTANEOUS DELIVERY TO YOU