Common use of Transferability of the Shares; Escrow Clause in Contracts

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its purchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the escrow agent's possession belonging to the Purchaser, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. 3.

Transferability of the Shares; Escrow. (a) Purchaser Optionee hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to cause the transfer from Optionee to the Unvested Company (or, if applicable, The Anschutz Corporation) of the Shares as to which the Right of First Refusal or Repurchase Option has been exercised from Purchaser to the Companyexercised. (b) To insure the availability for delivery of PurchaserOptionee's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1(or, Purchaser if applicable, The Anschutz Corporation), Optionee hereby appoints the SecretarySecretary of the Company, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the CompanyCompany (or, if applicable, The Anschutz Corporation) such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option or purchased under the Right of First Refusal and shall, upon execution exercise of this Agreement, an Option deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested SharesShares subject to such exercise, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2A-1. The Unvested Shares and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser Optionee attached as Exhibit C-3 A-2 hereto, until the Company exercises its purchase right as provided in Section 1Repurchase Option or Right of First Refusal is exercised, until expiration of such Unvested Shares are vestedrights, or until such time as this Option Agreement no longer is in effect. As a further condition to the Company's obligations under this Option Agreement, the spouse of the PurchaserOptionee, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4A-3. Upon vesting termination of the Unvested Sharessuch rights, the escrow agent shall promptly deliver to the Purchaser Optionee or the Optionee's representative, the certificate or certificates representing such Shares in the escrow agent's possession belonging to the PurchaserOptionee in accordance with the terms of the Joint Escrow Instructions, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Option Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer Any purported transfer or sale of the Shares is shall be subject to restrictions on transfer imposed by any applicable state and federal Federal securities lawslaws and the terms and conditions of the Stockholder's Agreement. Any transferee shall shall, at the discretion of the Administrator, hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Option Agreement. 3.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit EXHIBIT C-2. The Unvested Shares and stock assignment shall be held by the Secretary secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit EXHIBIT C-3 hereto, until the Company exercises its purchase right as provided in Section 1Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit EXHIBIT C-4. Upon vesting of the Unvested Shares, the escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the escrow agent's possession belonging to the Purchaser, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. 3.