AGENT FOR THE TERM OF THIS ESCROW TO EXECUTE WITH RESPECT
TO SUCH SECURITIES ALL DOCUMENTS NECESSARY OR APPROPRIATE TO MAKE SUCH
SECURITIES NEGOTIABLE AND TO COMPLETE ANY TRANSACTION HEREIN CONTEMPLATED,
INCLUDING BUT NOT LIMITED TO THE FILING WITH ANY APPLICABLE STATE BLUE SKY
AUTHORITY OF ANY REQUIRED APPLICATIONS FOR CONSENT TO, OR NOTICE OF TRANSFER OF,
THE SECURITIES.
-1-
SUBJECT TO THE PROVISIONS OF THIS PARAGRAPH 3, PURCHASER SHALL EXERCISE ALL
RIGHTS AND PRIVILEGES OF A STOCKHOLDER OF THE COMPANY WHILE THE STOCK IS HELD BY
YOU.
4.
UPON WRITTEN REQUEST OF THE PURCHASER, BUT NO MORE THAN ONCE PER
CALENDAR YEAR, UNLESS THE COMPANY'S REPURCHASE OPTION HAS BEEN EXERCISED, YOU
SHALL DELIVER TO PURCHASER A CERTIFICATE OR CERTIFICATES REPRESENTING SO MANY
SHARES OF STOCK AS ARE NOT THEN SUBJECT TO THE COMPANY'S REPURCHASE OPTION.
WITHIN 90 DAYS AFTER PURCHASER CEASES TO BE A SERVICE PROVIDER, YOU SHALL
DELIVER TO PURCHASER A CERTIFICATE OR CERTIFICATES REPRESENTING THE AGGREGATE
NUMBER OF SHARES HELD OR ISSUED PURSUANT TO THE AGREEMENT AND NOT PURCHASED BY
THE COMPANY OR ITS ASSIGNEES PURSUANT TO EXERCISE OF THE COMPANY'S REPURCHASE
OPTION.
5.
IF AT THE TIME OF TERMINATION OF THIS ESCROW YOU SHOULD HAVE IN
YOUR POSSESSION ANY DOCUMENTS, SECURITIES, OR OTHER PROPERTY BELONGING TO
PURCHASER, YOU SHALL DELIVER ALL OF THE SAME TO PURCHASER AND SHALL BE
DISCHARGED OF ALL FURTHER OBLIGATIONS HEREUNDER.
6.
YOUR DUTIES HEREUNDER MAY BE ALTERED, AMENDED, MODIFIED OR
REVOKED ONLY BY A WRITING SIGNED BY ALL OF THE PARTIES HERETO.
7.
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 FOR PURCHASER WHILE ACTING IN
GOOD FAITH, AND ANY ACT DONE OR OMITTED BY YOU PURSUANT TO THE ADVICE OF YOUR
OWN ATTORNEYS SHALL BE CONCLUSIVE EVIDENCE OF SUCH GOOD FAITH.
8.
YOU ARE HEREBY EXPRESSLY AUTHORIZED TO DISREGARD ANY AND ALL
WARNINGS GIVEN BY ANY OF THE PARTIES HERETO OR BY ANY OTHER PERSON OR
CORPORATION, EXCEPTING ONLY ORDERS OR PROCESS OF COURTS OF LAW, AND ARE HEREBY
EXPRESSLY AUTHORIZED TO COMPLY WITH AND OBEY ORDERS, JUDGMENTS OR DECREES OF ANY
COURT.
IN CASE YOU OBEY OR COMPLY WITH ANY SUCH ORDER, JUDGMENT OR DECREE, YOU
SHALL NOT BE LIABLE TO ANY OF THE PARTIES HERETO OR TO ANY OTHER PERSON, FIRM OR
CORPORATION BY REASON OF SUCH COMPLIANCE, NOTWITHSTANDING ANY SUCH ORDER,
JUDGMENT OR DECREE BEING SUBSEQUENTLY REVERSED, MODIFIED, ANNULLED, SET ASIDE,
VACATED OR FOUND TO HAVE BEEN ENTERED WITHOUT JURISDICTION.
9.
YOU SHALL NOT BE LIABLE IN ANY RESPECT ON ACCOUNT OF THE
IDENTITY, AUTHORITIES OR RIGHTS OF THE PARTIES EXECUTING OR DELIVERING OR
PURPORTING TO EXECUTE OR