PCD HOLDINGS LLC OR ITS
DESIGNEE AN EXECUTED ASSIGNMENT SEPARATE FROM CERTIFICATE IN THE FORM ATTACHED
HERETO AS EXHIBIT C, AND ALL OF THE PURCHASED CLASS A UNITS SHALL BE DEEMED TO
BE TRANSFERRED TO THE PCD HOLDINGS LLC OR ITS DESIGNEE.
(C)
UTS INC. MAY NOT SELL, ASSIGN, PLEDGE, ENCUMBER OR OTHERWISE
TRANSFER ("TRANSFER") DURING THE REPURCHASE PERIOD AND/OR SUBSEQUENT TO
RECEIVING A REPURCHASE NOTICE, ANY INTEREST IN ANY OF THE PURCHASED CLASS A
UNITS, EITHER VOLUNTARILY OR INVOLUNTARILY OR BY OPERATION OF LAW OR OTHERWISE.
(D)
IN THE EVENT OF ANY TRANSFER OF PURCHASED CLASS A UNITS IN BREACH
OF THIS AGREEMENT, COMMENCING IMMEDIATELY UPON THE DATE OF SUCH ATTEMPTED
TRANSFER (A) SUCH TRANSFER SHALL BE VOID AND OF NO EFFECT, (B) NO DIVIDEND OF
ANY KIND OR ANY DISTRIBUTION PURSUANT TO ANY LIQUIDATION, REDEMPTION OR
OTHERWISE SHALL BE PAID BY PCD HOLDINGS LLC TO THE PURPORTED TRANSFEREE IN
RESPECT OF THE PURCHASED CLASS A UNITS (ALL SUCH RIGHTS TO PAYMENT TO UTS INC.
AND/OR THE PURPORTED TRANSFEREE BEING DEEMED WAIVED), (C) THE VOTING RIGHTS OF
THE PURCHASED CLASS A UNITS, IF ANY, SHALL BE SUSPENDED DURING THE CONTINUATION
OF ANY SUCH BREACH, AND (D) NEITHER UTS INC. NOR THE PURPORTED TRANSFEREE SHALL
BE ENTITLED TO EXERCISE ANY RIGHTS WITH RESPECT TO SUCH PURCHASED CLASS A UNITS
UNTIL SUCH TRANSFER IN BREACH OF THIS AGREEMENT HAS BEEN RESCINDED.
(E)
UTS INC. ACKNOWLEDGES THAT IN THE EVENT THAT UTS INC. FAILS TO
EXECUTE OR CAUSE TO BE EXECUTED ALL SUCH AGREEMENTS AND DOCUMENTS AS MAY BE
NECESSARY UNDER THIS AGREEMENT, OR OTHERWISE TO ENABLE ALL OF THE PURCHASED
CLASS A UNITS TO BE TRANSFERRED IN ACCORDANCE WITH THIS AGREEMENT, THE CHIEF
EXECUTIVE OFFICER AND EACH OTHER OFFICER OF PCD HOLDINGS LLC OR THE DESIGNEE OF
PCD HOLDINGS LLC MAY EXECUTE AND DELIVER ALL SUCH AGREEMENTS AND DOCUMENTS
EXCLUSIVELY AS MAY BE NECESSARY TO PERMIT SUCH TRANSFER TO BE COMPLETED
EXCLUSIVELY AS PROVIDED IN THIS AGREEMENT AND REFLECTED ON THE BOOKS OF PCD
HOLDINGS LLC (AND FOR SUCH PURPOSES UTS INC. IRREVOCABLY CONSTITUTES AND
APPOINTS THE CHIEF EXECUTIVE OFFICER AND EACH OTHER OFFICER OF PCD HOLDINGS LLC
OR ITS DESIGNEE AS THE TRUE AND LAWFUL ATTORNEY FOR UTS INC. WITH FULL POWER OF
SUBSTITUTION IN THE NAME OF AND ON BEHALF OF UTS INC., WITH NO RESTRICTION OR
LIMITATION IN THAT REGARD).
THIS POWER OF ATTORNEY IS COUPLED WITH AN INTEREST
AND IS THEREFORE IRREVOCABLE. THIS POWER OF ATTORNEY SHALL NOT BE REVOKED OR
TERMINATED BY ANY ACT OR THING.
(F)
UPON ANY SHARE SPLIT, REVERSE SHARE SPLIT, RECOMBINATION OF
SHARES OR OTHER SIMILAR REORGANIZATION OF THE CAPITAL STRUCTURE OF PCD HOLDINGS
LLC, THE REPURCHASE PRICE OTHERWISE PAYABLE TO UTS INC. UPON THE REPURCHASE OF
THE PURCHASED CLASS A UNITS HEREUNDER SHALL BE PROPORTIONALLY ADJUSTED TO
REFLECT SUCH REORGANIZATION.
8
12.
RELEASE OF ESCROW.
THE PARTIES SHALL, CONCURRENT WITH THE
EXECUTION OF THIS AGREEMENT, EXECUTE AND DELIVER TO JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION (THE "ESCROW AGENT"), WRITTEN INSTRUCTIONS TO