Common use of ESCROW OF UNVESTED STOCK Clause in Contracts

ESCROW OF UNVESTED STOCK. As security for Purchaser's faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Stock upon exercise of the Repurchase Option herein provided for, Purchaser agrees, at the Closing, to deliver to and deposit with the Secretary of the Company or the Secretary's designee (the "Escrow Agent"), as escrow agent in this transaction, three (3) stock assignments duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit A, together with a certificate or certificates evidencing all of the Stock subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit B attached hereto and incorporated herein by reference, which instructions shall also be delivered to the Escrow Agent at the Closing. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary's designee, is so appointed as the escrow agent with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that the Escrow Agent shall not be liable to any party hereto (or to any other party). The Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the then acting Escrow Agent resigns for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow agent pursuant to the terms of this Agreement and shall be included in the term "Escrow Agent" for all purposes, with the same force and effect as if originally appointed escrow agent.

ESCROW OF UNVESTED STOCK. As security for Purchaser's ’s faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's ’s Stock upon exercise of the Repurchase Option herein provided for, Purchaser agrees, at the Closing, to deliver to and deposit with the Secretary of the Company or the Secretary's ’s designee (the "“Escrow Agent"”), as escrow agent in this transaction, three (3) stock assignments duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit A, together with a certificate or certificates evidencing all of the Stock subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit B attached hereto and incorporated herein by reference, which instructions shall also be delivered to the Escrow Agent at the Closing. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary's ’s designee, is so appointed as the escrow agent with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that the Escrow Agent shall not be liable to any party hereto (or to any other party). The Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the then acting Escrow Agent resigns for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow agent pursuant to the terms of this Agreement and shall be included in the term "“Escrow Agent" ” for all purposes, with the same force and effect as if originally appointed escrow agent.

ESCROW OF UNVESTED STOCK. As security for Purchaser's ’s faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's ’s Stock upon exercise of the Repurchase Option herein provided for, Purchaser agrees, at the Closingclosing hereunder, to deliver to and deposit with the Secretary of the Company or the Secretary's ’s designee (the "“Escrow Agent"”), as escrow agent Escrow Agent in this transaction, three (3) stock assignments duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit A, together with a certificate or certificates evidencing all of the Stock subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit B attached hereto and incorporated herein by this reference, which instructions shall also be delivered to the Escrow Agent at the Closingclosing hereunder. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary's ’s designee, is so appointed as the escrow agent holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that the Escrow Agent shall not be liable to any party hereto hereof (or to any other party). The Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the then acting Secretary of the Company, or the Secretary’s designee, resigns as Escrow Agent resigns for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow agent Escrow Agent pursuant to the terms of this Agreement and Agreement. Purchaser agrees that if the Secretary of the Company resigns as Secretary, the successor Secretary shall be included in serve as Escrow Agent pursuant to the term "Escrow Agent" for all purposes, with the same force and effect as if originally appointed escrow agentterms of this Agreement.

ESCROW OF UNVESTED STOCK. As security for Purchaser's Stockholder’s faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Stock upon exercise of the Repurchase Option herein provided forStockholder’s Stock, Purchaser Stockholder agrees, at the Closingclosing hereunder, to deliver to and deposit with the Secretary of the Company or the Secretary's ’s designee (the "“Escrow Agent"”), as escrow agent Escrow Agent in this transaction, three (3) stock assignments duly endorsed (with date and number of shares blank) in the a form attached hereto as Exhibit A, together with a certificate or certificates evidencing all of the Stock subject to the Repurchase Optionvesting; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser Stockholder set forth in Exhibit B attached hereto and incorporated herein by this reference, which instructions shall also be delivered to the Escrow Agent at the Closingclosing hereunder. Purchaser Stockholder hereby acknowledges that the Secretary of the Company, or the Secretary's ’s designee, is so appointed as the escrow agent with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocableEscrow Agent. Purchaser Stockholder agrees that the Escrow Agent shall not be liable to any party hereto hereof (or to any other party). The Escrow Agent , and may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser Stockholder agrees that if the then acting Secretary of the Company, or the Secretary’s designee, resigns as Escrow Agent resigns for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow agent Escrow Agent pursuant to the terms of this Agreement and Agreement. Stockholder agrees that if the Secretary of the Company resigns as Secretary, the successor Secretary shall be included in serve as Escrow Agent pursuant to the term "Escrow Agent" for all purposes, with the same force and effect as if originally appointed escrow agentterms of this Agreement.

ESCROW OF UNVESTED STOCK. As security for Purchaser's ’s faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's ’s Stock upon exercise of the Repurchase Option herein provided for, Purchaser agrees, at the Closingclosing hereunder, to deliver to and deposit with the Secretary of the Company or the Secretary's ’s designee (the "“Escrow Agent"”), as escrow agent Escrow Agent in this transaction, three (3) stock assignments duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit AB, together with a certificate or certificates evidencing all of the Stock subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit B A attached hereto and incorporated herein by this reference, which instructions shall also be delivered to the Escrow Agent at the Closingclosing hereunder. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary's ’s designee, is so appointed as the escrow agent holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that the Escrow Agent shall not be liable to any party hereto hereof (or to any other party). The Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the then acting Secretary of the Company, or the Secretary’s designee, resigns as Escrow Agent resigns for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow agent Escrow Agent pursuant to the terms of this Agreement and Agreement. Purchaser agrees that if the Secretary of the Company resigns as Secretary, the successor Secretary shall be included in serve as Escrow Agent pursuant to the term "Escrow Agent" for all purposes, with the same force and effect as if originally appointed escrow agentterms of this Agreement.

ESCROW OF UNVESTED STOCK. As security for Purchaser's ’s faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's ’s Stock upon exercise of the Repurchase Option herein provided for, Purchaser agrees, at the Closingclosing hereunder, to deliver to and deposit with the Secretary of the Company or the Secretary's designee [ ] (the "“Escrow Agent"”), as escrow agent Escrow Agent in this transaction, three (3) stock assignments duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit AB, together with a certificate or certificates evidencing all of the Stock subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit B A attached hereto and incorporated herein by this reference, which instructions shall also be delivered to the Escrow Agent at the Closingclosing hereunder. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary's designeeEscrow Agent, is so appointed as the escrow agent holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that the Escrow Agent shall not be liable to any party hereto hereof (or to any other party). The Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the then acting [ ] resigns as Escrow Agent resigns for any or no reason, the Secretary of the Company shall automatically become the successor Escrow Agent unless the Board of Directors of the Company shall have the power to appoint a appoints another successor to serve as escrow agent Escrow Agent pursuant to the terms of this Agreement and shall be included in the term "Escrow Agent" for all purposes, with the same force and effect as if originally appointed escrow agentAgreement.

ESCROW OF UNVESTED STOCK. As security for Purchaser's faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Stock upon exercise of the Repurchase Option herein provided for, Purchaser agrees, at the Closingclosing hereunder, to deliver to and deposit with the Secretary of the Company or the Secretary's designee (the "Escrow Agent"), as escrow agent in this transaction, three (3) stock assignments duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit A, together with a certificate or certificates evidencing all of the Stock subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit B attached hereto and incorporated herein by this reference, which instructions shall also be delivered to the Escrow Agent at the Closingclosing hereunder. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary's designee, is so appointed as the escrow agent holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that the Escrow Agent shall not be liable to any party hereto hereof (or to any other party). The Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the then acting Secretary of the Company, or the Secretary's designee, resigns as Escrow Agent resigns for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow agent Escrow Agent pursuant to the terms of this Agreement and Agreement. Purchaser agrees that if the Secretary of the Company resigns as Secretary, the successor Secretary shall be included in serve as Escrow Agent pursuant to the term "Escrow Agent" for all purposes, with the same force and effect as if originally appointed escrow agentterms of this Agreement.

ESCROW OF UNVESTED STOCK. As security for Purchaser's ’s faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's ’s Stock upon exercise of the Repurchase Option herein provided for, Purchaser agrees, at the Closing, to deliver to and deposit with agrees that the Secretary of the Company or the Secretary's ’s designee (the "“Escrow Agent"”), as escrow agent Escrow Agent in this transaction, three (3) shall hold the shares of Stock subject to the Repurchase Option in escrow, together with a stock assignments assignment duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit AA. In the event of any repurchase by the Company (or any of its assigns), together with a certificate or certificates evidencing all the Company is hereby authorized by Purchaser, as the Purchaser’s attorney-in-fact, to date and complete the stock assignment as necessary for the transfer of the Stock being repurchased and to transfer such shares in accordance with the terms of this Agreement. At such time as any shares of Stock are no longer subject to the Repurchase Option; said documents are , the Company shall, at the written request of Purchaser, deliver to the Purchaser a certificate representing such shares of Stock with the balance of the shares of Stock (if any) to be held by the Escrow Agent and delivered by said Escrow Agent in escrow pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit B attached hereto and incorporated herein by reference, which instructions shall also be delivered to the Escrow Agent at the Closingthis Section 6. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary's ’s designee, is so appointed as the escrow agent Escrow Agent with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that the Escrow Agent shall not be liable to any party hereto hereof (or to any other party). The Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the then acting Secretary of the Company, or the Secretary’s designee, resigns as Escrow Agent resigns for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow agent Escrow Agent pursuant to the terms of this Agreement and Agreement. Purchaser agrees that if the Secretary of the Company resigns as Secretary, the successor Secretary shall be included in serve as Escrow Agent pursuant to the term "Escrow Agent" for all purposes, with the same force and effect as if originally appointed escrow agentterms of this Agreement.

ESCROW OF UNVESTED STOCK. As security Security for Purchaser's faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Stock upon exercise of the Repurchase Option herein provided for, Purchaser agrees, at the Closingclosing hereunder, to deliver to and deposit with the Secretary of the Company or the Secretary's designee (the "Escrow Agent"), as escrow agent in this transaction, three (3) stock assignments duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit A, together with a certificate or certificates evidencing all of the Stock subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit B attached hereto and incorporated herein by this reference, which instructions shall also be delivered to the Escrow Agent at the Closingclosing hereunder. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary's designee, is so appointed as the escrow agent holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that the Escrow Agent shall not be liable to any party hereto hereof (or to any other party). The Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the then acting Secretary of the Company, or the Secretary's designee, resigns as Escrow Agent resigns for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow agent Escrow Agent pursuant to the terms of this Agreement and Agreement. Purchaser agrees that if the Secretary of the Company resigns as Secretary, the successor Secretary shall be included in serve as Escrow Agent pursuant to the term "Escrow Agent" for all purposes, with the same force and effect as if originally appointed escrow agentterms of this Agreement.