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EXHIBIT 10.15
RESTRICTED STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 28th day of February, 1995,
by and between Paravax, Inc., a California corporation (the "Company"), and
Xxxx X. Xxxxxxxxx (the "Purchaser").
In consideration of the mutual covenants and representations
herein set forth, the Company and Purchaser agree as follows:
1. Purchase and Sale of Stock.
1.1 Purchase of Stock. Subject to the terms and
conditions of this Agreement, the Company hereby agrees to sell to Purchaser
and Purchaser agrees to purchase from the Company at the Closing an aggregate
of 177,000 shares of the Company's Common Stock (the "Stock") at a price of
$0.35 per share, for an aggregate purchase price of $61,950.00. The shares of
Stock shall be purchased by delivery of Purchaser's full recourse promissory
note in substantially the form of Exhibit A attached hereto (the "Note"). This
purchase is being made upon exercise of a stock purchase right granted under
the Company's 1994 Key Executive Stock Plan on November 1, 1994.
1.2 Security for Note. As security for the payment of
the Note and any renewal or modification thereof, Purchaser hereby pledges and
grants to the Company a security interest in all of the Stock pursuant to a
Security Agreement in substantially the form attached hereto as Exhibit B (the
"Security Agreement"). As part of this pledge, Purchaser will sign and deliver
to the Secretary of the Company ("Escrow Agent") a Stock Assignment duly
endorsed (with date and number of shares blank) in the form attached hereto as
Exhibit C (the "Assignment"), together with the certificate or certificates
evidencing the Stock; the Assignment and the certificate or certificates
evidencing the Stock are to be held in escrow by the Escrow Agent pursuant to
an Escrow Agreement in substantially the form attached hereto as Exhibit D (the
"Escrow Agreement") for use if, as and when required pursuant to the Security
Agreement.
2. Closing. The purchase and sale of the Stock shall
occur at a Closing to be held on the date hereof (the "Closing Date"). The
Closing will take place at the principal office of the Company or at such other
place as shall be designated by the Company. At the Closing, Purchaser shall
deliver to the Company the Note and the Company will issue the Stock registered
in the name of Purchaser. In addition, the Purchaser shall sign and deliver
the Security Agreement, the Assignment and the Escrow Agreement.
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3. Purchase Option.
3.1 Grant of Purchase Option. Beginning on the Closing
Date, the Stock shall be subject to the right and option of the Company to
repurchase the Stock (the "Purchase Option") as set forth in this Section 3.
In the event Purchaser's employment by or consulting relationship with the
Company (including a parent or subsidiary of the Company) shall cease for any
reason, or no reason, with or without cause, including death, disability or
involuntary termination ("Termination"), the Company shall have the right, as
provided in Section 3.2 hereof, to purchase from Purchaser or his personal
representative, as the case may be, at the purchase price of $0.35 per share
(the "Option Price"), all of the Stock that has not been released from the
Purchase Option in accordance with the following schedule:
(a) Beginning as of June 1, 1994, 116,500 shares of Stock
will begin vesting over a four year period as follows: 2,427
(116,500/48) of the shares of Stock will be released from the Purchase
Option on the first of each month beginning after June 1994 and 2,384
shares of the Stock will be released from the Purchase Option on the
first day of the 48th month.
(b) Beginning as of November 1, 1994, 60,500 shares of
Stock will begin vesting over a four year period as follows: 1,260
(60,500/48) of the shares of Stock will be released from the Purchase
Option on the first of each month beginning after November 1994 and
1,280 shares of the Stock will be released from the Purchase Option on
the first day of the 48th month.
3.2 Exercise of Purchase Option. Within ninety (90) days
following Termination, the Company shall notify Purchaser by written notice
delivered or mailed as provided in Section 8.3 as to whether it wishes to
purchase the Stock pursuant to exercise of the Purchase Option. If the Company
(or its assignees) elects to purchase the Stock hereunder, it shall specify a
date (which shall not be later than thirty (30) days from the date of the above
described notice) and a place for the closing of the transaction. At such
closing, the Company (or its assignees) shall tender payment for the Stock and
the certificates representing the Stock so purchased shall be cancelled.
Purchaser hereby authorizes and directs the Secretary or Transfer Agent of the
Company to transfer the Stock as to which the Purchase Option has been
exercised from Purchaser to the Company (or its assignees). The Option Price
may be payable, at the option of the Company, in cancellation of all or a
portion of any outstanding indebtedness of Purchaser to the Company, or by
check, or both.
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3.3 No Limit on Rights. Nothing in this Agreement shall
affect in any manner whatsoever the right or power of the Company, or a parent
or subsidiary of the Company, to terminate Purchaser's employment or consulting
relationship, for any reason, with or without cause.
3.4 Escrow of Stock. Purchaser agrees at the Closing
hereunder, to deliver to and deposit with the Escrow Agent named in the Escrow
Agreement of even date and delivered herewith, the certificate or certificates
evidencing the Stock and the duly executed Assignments. Such documents are to
be held by the Escrow Agent until delivered pursuant to the terms of such
Escrow Agreement. Shares of the Stock which are subject to the Purchase Option
shall not be transferable by the Purchaser.
3.5 Acceleration on Merger. A dissolution of the Company
or a merger or consolidation of the Company in which the Company is not the
surviving corporation or in which the shares held by the shareholders of the
Company prior to the merger do not represent more than 50% of the outstanding
voting securities of the surviving corporation shall cause the Purchase Option
to terminate effective immediately prior to the closing of such dissolution,
merger or consolidation.
4. Stock Splits, etc. If, from time to time during the
term of the Purchase Option as provided in Section 3 hereof, there is any stock
dividend, stock split or other change in the character or amount of any of the
outstanding securities of the Company or if there is any consolidation, merger
or sale of all, or substantially all, of the assets of the Company, then in
such event, and subject to Section 3.5, any and all new, substituted or
additional securities to which Purchaser is entitled by reason of his ownership
of Stock shall be immediately subject to the Purchase Option and be included in
the term "Stock" for all purposes of this Agreement with the same force and
effect as the shares of Stock presently subject to this Agreement.
5. Legends. All certificates representing any shares of
Stock of the Company subject to the provisions of this Agreement shall have
endorsed thereon substantially the following legends:
(a) "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS UPON AND OBLIGATIONS WITH
RESPECT TO TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN
AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL REGISTERED
HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF
THE COMPANY."
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(b) "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
SUCH REGISTRATION IS NOT REQUIRED."
(c) Any legend required under applicable state
securities laws.
6. Investment Intent; Covenant. In purchasing the
Stock, Purchaser represents to the Company as follows:
(a) Purchaser has had an opportunity to discuss
the business prospects and business plan of the Company with the officers and
directors of the Company. Purchaser has a preexisting personal or business
relationship with the Company or one of its officers, directors or controlling
persons and/or by reason of his business or financial experience he has the
capacity to protect his own interests in connection with the transactions
contemplated by this Agreement. Purchaser further acknowledges that the Stock
is highly speculative and involves a high degree of risk, and represents and
warrants that he is able, without impairing his financial condition, to hold
the Stock for an indefinite period of time and suffer a complete loss of his
investment therein.
(b) Purchaser is acquiring the Stock for
investment and not with a view to or for sale in connection with any
distribution of said Stock or with any present intention of distributing or
selling said Stock and he does not presently have reason to anticipate any
change in circumstances or any particular occasion or event which would cause
him to sell said Stock. Purchaser understands that the Stock has not been
registered under the Securities Act of 1933, as amended, (the "Act") and may
not be sold or otherwise disposed of except pursuant to an effective
Registration Statement filed under the Act or pursuant to an exemption from the
registration requirements of such Act. Purchaser acknowledges that the Company
is under no obligation to register the Stock under the Act on his behalf.
Purchaser represents and warrants that he understands that the Stock
constitutes restricted securities within the meaning of Rule 144 promulgated
under the Act; that the exemption from registration under Rule 144 will not be
available in any event for at least two years from the date of purchase and
payment for the Stock, and even then will not be available unless the terms and
conditions of Rule 144 are complied with and will be subject to the limitations
on amount set forth therein.
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(c) Without limiting the representations and
warranties set forth above, Purchaser agrees he will not make any transfer of
all or any part of the Stock unless (i) there is a Registration Statement under
the Act in effect with respect to such transfer and such transfer is made in
accordance therewith, or (ii) Purchaser has furnished the Company an opinion of
counsel satisfactory to the Company and its counsel to the effect that such
transfer will not require registration under the Act. Purchaser agrees that,
prior to the closing of the Company's initial public offering registered under
the Act, he will not transfer any of such securities in a public offering
without the Company's prior consent, even if he is otherwise permitted to
transfer them pursuant to Rule 144(k) under the Act.
7. Lock-up Agreement. In the event the Company sells
any of its securities in an underwritten initial public offering pursuant to a
registration filed pursuant to the Act, Purchaser agrees (but only if each
officer and director of the Company also agrees), upon request from the Company
or the managing underwriter of such initial or other public offering, not to
sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of, any of the Stock, without the prior written consent of
the Company or such underwriter, as the case may be, for such period of time
(not to exceed one hundred eighty (180) days) from the effective date of such
registration as the Company or the underwriter may specify. Purchaser further
agrees that the Company may place stop-transfer notations with the transfer
agent of the Stock to enforce this provision.
8. Miscellaneous.
8.1 Further Assurances. The parties agree to execute
such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.
8.2 Entire Agreement. This Agreement, including any
exhibits, is the entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior oral and written understandings of the
parties.
8.3 Notices. Any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by registered or
certified mail with postage and fees prepaid, addressed to Purchaser at his
address shown on the Company's employment records and to the Company at the
address of its principal corporate offices (attention: President) or at such
other address as such party may designate by ten (10) days' advance written
notice to the other party hereto.
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8.4 Assignment of Rights; Binding Upon Successors. The
Company may assign its rights and delegate its duties under Section 3 hereof.
This Agreement shall inure to the benefit of the successors and assigns of the
Company and, subject to the restrictions on transfer herein set forth, be
binding upon Purchaser, his heirs, executors, administrators, successors and
assigns.
8.5 Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of California as applied
to contracts between California residents to be wholly performed within the
State of California.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
PARAVAX, INC.
a California corporation
By: /s/ XXXXXX X. XXXXXX
---------------------------------
Title: Vice Chairman
------------------------------
PURCHASER
/s/ XXXX X. XXXXXXXXX
------------------------------------
Address 0000 Xxxxxxxxxx Xxxxx
----------------------------
Xxxx Xxxxxxx XX 00000
----------------------------
----------------------------
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SECURITY AGREEMENT
THIS SECURITY AGREEMENT is made as of the 28th day of February,
1995 between Paravax, Inc., a California corporation ("Pledgee" or the
"Company"), and Xxxx X. Xxxxxxxxx ("Pledgor").
Recitals
Pledgor purchased an aggregate of 177,000 shares of Pledgee's
Common Stock (the "Stock") under a Restricted Stock Purchase Agreement dated
February 28, 1995 (the "Purchase Agreement"), between Pledgor and Pledgee. As
payment for the Stock, Pledgor delivered a promissory note (the "Note") in the
total principal amount of $61,950.00. The Note and the obligations hereunder
are as set forth in Exhibit A to the Purchase Agreement.
NOW THEREFORE, it is agreed as follows:
1. Creation and Description of Security Interest. In order
to secure Pledgor's obligation to pay the Note in full, Pledgor, pursuant to
the Commercial Code of the State of California, hereby pledges all of the
Stock, including those shares purchased with cash (herein sometimes referred to
as the "Collateral") represented by certificate number _______.
The pledged Stock (together with an executed blank stock
assignment for use in transferring all or a portion of the Stock to Pledgee if,
as and when required pursuant to this Security Agreement) shall be delivered to
the Secretary of Pledgee, or such other person designated by the Company
("Escrow Agent") to be held pursuant to an Escrow Agreement in the form of
Exhibit D to the Purchase Agreement (the "Escrow Agreement") as security for
the repayment of the Note, and any extensions or renewals thereof.
2. Pledgor's Representations and Covenants. To induce
Pledgee to enter into this Security Agreement, Pledgor represents and covenants
to Pledgee, its successors and assigns, as follows:
(a) Payment of Indebtedness. Pledgor will pay the
principal sum of the Note secured hereby, together with interest thereon, at
the time and in the manner provided in the Note.
(b) Encumbrances. The Stock is not subject to any
encumbrances, defenses and liens other than the security interest granted
hereunder, and
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Pledgor will not further encumber the Stock in any manner without the prior
written consent of Pledgee.
(c) Margin Regulations. In the event that Pledgee's
Common Stock becomes margin-listed by the Federal Reserve Board subsequent to
the execution of this Security Agreement, and Pledgee is classified as a
"lender" within the meaning of the regulations under Part 207 of Title 12 of
the Code of Federal Regulations ("Regulation G"), Pledgor agrees to cooperate
with Pledgee in making any amendment to the Note or providing any additional
collateral as may be necessary to comply with such regulations.
3. Voting Rights. During the term of this pledge and so long
as all payments of principal and interest are made as they become due under the
terms of the Note, Pledgor shall have the right to vote all of the Stock
pledged hereunder.
4. Stock Adjustments. In the event that during the term of
the pledge any stock dividend, reclassification, readjustment or other changes
declared or made in the capital structure of Pledgee, all new, substituted and
additional shares or other securities issued by reason of any such change shall
be delivered to and held by the Pledgee and Escrow Agent under the terms of
this Security Agreement and the Escrow Agreement in the same manner as the
Stock originally pledged hereunder. In the event of substitution of such
securities, Pledgor and Pledgee shall cooperate and execute such documents as
are reasonable so as to provide for the substitution of such Collateral and,
upon such substitution, references to "Stock" in this Security Agreement shall
include the substituted shares of capital stock of Pledgor as a result thereof.
5. Warrants and Rights. In the event that, during the term
of this pledge, subscription warrants or other rights or options shall be
issued in connection with the pledged Stock, such rights, warrants and options
shall be the property of Pledgor and, if exercised by Pledgor, all new stock or
other securities so acquired by Pledgor as it relates to the pledged Stock then
held by Escrow Agent shall be immediately delivered to Escrow Agent, to be held
under the terms of this Security Agreement in the same manner as the Stock
pledged.
6. Default. Pledgor shall be deemed to be in default of the
Note and of this Security Agreement in the event:
(a) Payment of principal or interest on the Note shall
be delinquent for a period of ten (10) days or more; or
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(b) Pledgor fails to perform any of the covenants set
forth in the Purchase Agreement or contained in this Security Agreement for a
period of ten (10) days after written notice thereof from Pledgee.
In the case of an event of default, as set forth above, Pledgee
shall have the right to accelerate payment of the Note upon notice to Pledgor,
and Pledgee shall thereafter be entitled to pursue its remedies under the
California Commercial Code.
7. Withdrawal or Substitution of Collateral. Until the Note
has been paid in full, Pledgor shall not sell, withdraw, pledge, substitute or
otherwise dispose of all or any part of the Collateral without the prior
written consent of Pledgee.
8. Term. The within pledge of Stock shall continue until the
payment of all indebtedness secured hereby, at which time the remaining pledged
Stock shall be promptly delivered to Pledgor, subject to the terms of any other
agreement between Pledgor and Pledgee.
9. Insolvency. Pledgor agrees that if a bankruptcy or
insolvency proceeding is instituted by or against him, or if a receiver is
appointed for the property of Pledgor, or if Pledgor makes an assignment for
the benefit of creditors, the entire amount unpaid on the Note shall become
immediately due and payable, and Pledgee may proceed as provided in the case of
default.
10. Escrow Agent Liability. The liability of the Escrow Agent
shall be limited as provided in the Escrow Agreement.
11. Miscellaneous.
(a) Invalidity of Particular Provisions. Pledgor and
Pledgee agree that the enforceability or invalidity of any provision or
provisions of this Security Agreement shall not render any other provision or
provisions herein contained unenforceable or invalid.
(b) Successors or Assigns. Pledgor and Pledgee agree
that all of the terms of this Security Agreement shall be binding on their
respective successors and assigns, and that the term "Pledgor" and the term
"Pledgee" as used herein shall be deemed to include, for all purposes, the
respective designees, successors, assigns, heirs, executors and administrators.
(c) Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of California as applied
to
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contracts between California residents to be wholly performed within the State
of California.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
"PLEDGEE"
Paravax, Inc.
a California corporation
By: /s/ XXXXXX X. XXXXXX
--------------------------------------
Title: Vice Chairman
-----------------------------------
"PLEDGOR"
/s/ XXXX X. XXXXXXXXX
-----------------------------------------
Address:
0000 Xxxxxxxxxx Xxxxx
-----------------------------------------
Xxxx Xxxxxxx XX 00000
-----------------------------------------
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FULL RECOURSE PROMISSORY NOTE
$61,950.00 Fort Xxxxxxx, Colorado
February 28, 1995
For value received, the undersigned (the "Maker") promises to pay to
Paravax, Inc., a California corporation (the "Company"), or order, at its
principal office, the principal sum of Sixty-One Thousand Nine Hundred Fifty
Dollars ($61,950.00) with interest thereon at the rate of seven and one-half
percent (7 1/2%) per annum, compounded annually, on the unpaid balance of the
principal sum. Said principal and interest shall be due as follows:
This Note and all accrued interest shall be due and payable on
February 28, 2001. Notwithstanding the foregoing, this Note shall be
immediately due and payable upon the sale of any of the shares of Common Stock
purchased with this Note, to the extent of the proceeds of such sale.
All payments are to be made in lawful money of the United States of
America. The privilege is reserved to prepay any portion of the Note at any
time.
Should suit be commenced to collect this Note or any portion thereof,
such sum as the Court may deem reasonable shall be added hereto as attorneys'
fees. The Maker waives presentment for payment, protest, notice of protest,
and notice of non-payment of this Note.
This Note is secured by a pledge of certain shares of the Company's
Common Stock pursuant to a Security Agreement between the Company and the Maker
of even date herewith, and is subject to all the provisions thereof. This Note
is also subject to the terms of a Restricted Stock Purchase Agreement between
the Company and the Maker of even date herewith.
The holder of this Note shall have full recourse against the Maker,
and shall not be required to proceed against the collateral security pledged to
secure this Note in the event of default.
/s/ XXXX X. XXXXXXXXX
------------------------------------
Xxxx X. Xxxxxxxxx
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ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, _____________________, hereby sell, assign
and transfer unto _______________________
______________________________________________________(_________________)
shares of the Common Stock of Paravax, Inc., standing in my name on the books
of said corporation represented by Certificate No. _______ herewith and do
hereby irrevocably constitute and appoint
________________________________________________________________________________
______ ________________________ to transfer said stock on the books of the
within-named corporation with full power of substitution in the premises.
Dated: _______________, 19____.
Signature:
/s/ XXXX X. XXXXXXXXX
-------------------------------------
This Assignment Separate from Certificate was executed in conjunction
with the terms of a Restricted Stock Purchase Agreement between the above
assignor and Paravax, Inc., dated February 28, 1995.
INSTRUCTION: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE
LINE.
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JOINT ESCROW INSTRUCTIONS
February 28, 1995
Secretary
Paravax, Inc.
0000 Xxxxx Xxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Dear Sir:
As Escrow Agent for both Paravax, Inc., a California corporation
(the "Company"), and the undersigned purchaser of stock of the Company (the
"Purchaser"), you are hereby authorized and directed to hold the documents
delivered to you pursuant to the terms of that certain Restricted Stock
Purchase Agreement, dated as of February 28, 1995 ("Agreement"), to which a
copy of these Joint Escrow Instructions is attached as Exhibit D, in accordance
with the following instructions:
1. Pledge of Stock. Purchaser has pledged an aggregate of
177,000 shares of the Company's Common Stock (the "Stock") to the Company
pursuant to a Security Agreement in the form of Exhibit B to the Agreement
between Purchaser and the Company of even date herewith (the "Security
Agreement") as security for the performance of Purchaser's obligations to the
Company under a note (the "Note") delivered to the Company in connection with
the purchase of the Stock. This pledge shall continue until the Note has been
paid in full.
2. Delivery Upon Default. If an Event of Default shall occur
under the Security Agreement or the Note, you shall, within ten (10) days of
receipt of a written request of an authorized officer of the Company given to
you and Purchaser, deliver the certificate evidencing the Stock and the stock
assignments to the Company to enable the Company to exercise its rights as a
secured party under the Commercial Code of the State of California.
3. Exercise of Purchase Option. In the event the Company
and/or any assignee of the Company (referred to collectively for convenience
herein as the "Company") exercises the Purchase Option set forth in the
Agreement, the Company shall give to Purchaser and you a written notice
specifying the number of shares of stock to be purchased, the purchase price,
and the time for a closing hereunder at the principal office of the Company.
Purchaser 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.
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At the closing, you are directed (a) to date the stock
assignments necessary for the transfer in question, (b) to fill in the number
of shares being transferred, and (c) to deliver same, together with the
certificate evidencing the shares of stock to be transferred, to the Company
against the simultaneous delivery to you of the purchase price (by check or by
cancellation of any debt owed by Purchaser to the Company) for the number of
shares of stock being purchased pursuant to the exercise of the Purchase
Option.
4. Deposit of Certificates. Purchaser irrevocably authorizes
the Company to deposit with you any certificates evidencing the Stock to be
held by you hereunder and any additions and substitutions to said shares as
defined in the Agreement and the Security Agreement. Purchaser 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 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 the Department of Corporations of the State of California of an
Application for Consent to Transfer Securities Subject to Legend or Escrow
Condition Pursuant to Section 25151 of the California Corporate Securities Law
of 1968, if required. Subject to the provisions of this Section 4, Purchaser
shall exercise all rights and privileges of a shareholder of the Company while
the Stock is held by you.
5. Term. This escrow shall commence upon the date hereof and
shall terminate six (6) years and one month from the date hereof or earlier if
the Company shall give you notice that the Note has been paid in full and the
Shares are no longer subject to the Purchase Option. 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
same to Purchaser and shall be discharged of all further obligations hereunder.
6. Provisions Applicable to Escrow Agent. With respect to
your performance of your obligations, the following terms shall apply:
(a) Your duties hereunder may be altered, amended,
modified or revoked only by a writing signed by all of the parties hereto.
(b) 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 in the
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exercise of your own good judgment, and any act done or omitted by you pursuant
to the advice of your own attorneys shall be conclusive evidence of such good
faith.
(c) 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.
(d) 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 deliver the Agreement or any documents or papers
deposited or called for hereunder.
(e) You shall be entitled to employ such legal counsel
and other experts as you may deem necessary properly to advise you in
connection with your obligations hereunder, may rely upon the advice of such
counsel, and may pay such counsel reasonable compensation therefor.
(f) Your responsibilities and rights as Escrow Agent
hereunder shall pass to any successor Secretary and/or Assistant Secretary of
the Company.
(g) If you reasonably require other or further
instruments in connection with these Joint Escrow Instructions or obligations
in respect hereto, the necessary parties hereto shall join in furnishing such
instruments.
(h) It is understood and agreed that should any dispute
arise with respect to the delivery and/or ownership or right of possession of
the securities held by you hereunder, you are authorized and directed to retain
in your possession without liability to anyone all or any part of said
securities until such disputes shall have been settled either by mutual written
agreement of the parties concerned or by a final order, decree or judgment of a
court of competent jurisdiction, but you shall be under no duty whatsoever to
institute or defend any such proceedings.
(i) By signing these Joint Escrow Instructions, you
become a party hereto only for the purpose of said Joint Escrow Instructions;
you do not become a party to the Agreement or the Security Agreement.
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7. Notices. Any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by registered or
certified mail with postage and fees prepaid, addressed to Purchaser at his
address shown on the Company's employment records and to you and the Company at
the address of its principal corporate offices (attention: Secretary and
attention: President, respectively) or at such other address as such party may
designate by ten (10) days prior written notice to the other parties hereto.
8. Successors and Assigns. This instrument shall be binding
upon and inure to the benefit of the parties hereto, and their respective
successors and permitted assigns.
Very truly yours,
PARAVAX, INC.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Title: Vice Chairman
----------------------------------
PURCHASER:
/s/ XXXX X. XXXXXXXXX
----------------------------------------
ESCROW AGENT:
/s/ X. XXXX XXXXX
----------------------------------------
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