Common use of Pledge of Common Stock; Restriction on Transferability Clause in Contracts

Pledge of Common Stock; Restriction on Transferability. (a) In the event that the Escrow Account includes shares of Common Stock, each Seller hereby pledges for the benefit of the Purchaser, and grants the Purchaser a security interest in, such deposited Common Stock. In addition, each Seller depositing Common Stock in the Escrow Account has also delivered to the Escrow Agent stock powers endorsed in blank with respect to the deposited Common Stock registered in the name of such Seller. The Escrow Agent shall hold all such deposited Common Stock, not as an agent of Seller, but rather as a pledgeholder. If blank stock powers with respect to any Common Stock deposited into the Escrow Account and registered to the Seller are delivered by the Escrow Agent to the Purchaser, Seller shall promptly deliver to the Escrow Agent stock powers endorsed in blank with respect to the remaining Common Stock on deposit in the Escrow Account (together with stock powers with respect thereto endorsed in blank), pledged to the Purchaser. (b) In the event that the Escrow Account includes shares of Common Stock, each such certificate representing Common Stock on deposit therein shall have the following legend noted conspicuously thereon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LIEN IN FAVOR OF THE ISSUER PURSUANT TO THAT CERTAIN ESCROW AGREEMENT DATED ________ ___, 1997 BY AND AMONG THE PURCHASER, CERTAIN PERSONS, AND ___________ AS ESCROW AGENT. THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER UNTIL RELEASED FROM SUCH RESTRICTIONS IN ACCORDANCE WITH THE TERMS OF SUCH ESCROW AGREEMENT. (c) Up until any disbursement of any shares of Common Stock deposited into the Escrow Account, Seller shall be entitled to vote said shares in any meeting of shareholders, and shall be entitled to all dividends paid thereon.

Pledge of Common Stock; Restriction on Transferability. (a) In the event that the Escrow Account includes shares of Common Stock, each Seller hereby pledges for the benefit of the Purchaser, and grants the Purchaser a security interest in, such deposited Common Stock. In addition, each Seller depositing Common Stock in the Escrow Account has also delivered to the Escrow Agent stock powers endorsed in blank with respect to the deposited Common Stock registered in the name of such each Seller. The Escrow Agent shall hold all such deposited Common Stock, not as an agent of each Seller, but rather as a pledgeholder. If blank stock powers with respect to any Common Stock deposited into the Escrow Account and registered to the a Seller are delivered by the Escrow Agent to the Purchaser, such Seller shall promptly deliver to the Escrow Agent stock powers endorsed in blank with respect to the remaining Common Stock on deposit in the Escrow Account (together with stock powers with respect thereto endorsed in blank), pledged to the Purchaser. (b) In the event that the Escrow Account includes shares of Common Stock, each such certificate representing Common Stock on deposit therein shall have the following legend noted conspicuously thereon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LIEN IN FAVOR OF THE ISSUER PURSUANT TO THAT CERTAIN ESCROW AGREEMENT DATED ________ ___, 1997 BY AND AMONG THE PURCHASER, CERTAIN PERSONS, AND ___________ AS ESCROW AGENT. THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER UNTIL RELEASED FROM SUCH RESTRICTIONS IN ACCORDANCE WITH THE TERMS OF SUCH ESCROW AGREEMENT. (c) Up until any disbursement of any shares of Common Stock deposited into the Escrow Account, Seller Sellers shall be entitled to vote said shares in any meeting of shareholders, and shall be entitled to all dividends paid thereon.

Pledge of Common Stock; Restriction on Transferability. (a) In the event that the Escrow Account includes shares of Common Stock, each Seller hereby pledges for the benefit of the Purchaser, and grants the Purchaser a security interest in, such deposited Common Stock. In addition, each Seller depositing Common Stock in the Escrow Account has also delivered to the Escrow Agent stock powers endorsed in blank with respect to the deposited Common Stock registered in the name of such Seller. The Escrow Agent shall hold all such deposited Common Stock, not as an agent of Seller, but rather as a pledgeholder. If blank stock powers with respect to any Common Stock deposited into the Escrow Account and registered to the Seller are delivered by the Escrow Agent to the Purchaser, Seller shall promptly deliver to the Escrow Agent stock powers endorsed in blank with respect to the remaining Common Stock on deposit in the Escrow Account (together with stock powers with respect thereto endorsed in blank), pledged to the Purchaser. (b) In the event that the Escrow Account includes shares of Common Stock, each such certificate representing Common Stock on deposit therein shall have the following legend noted conspicuously thereon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LIEN IN FAVOR OF THE ISSUER PURSUANT TO THAT CERTAIN ESCROW AGREEMENT DATED ________ ___, 1997 BY AND AMONG THE PURCHASER, CERTAIN PERSONS, AND ___________ AS ESCROW AGENT. THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER UNTIL RELEASED FROM SUCH RESTRICTIONS IN ACCORDANCE WITH THE TERMS OF SUCH ESCROW AGREEMENT. (c) Up until any disbursement of any shares of Common Stock deposited into the Escrow Account, Seller shall be entitled to vote said shares in any meeting of shareholders, shareholders and shall be entitled to all dividends paid thereon.

Pledge of Common Stock; Restriction on Transferability. (a) In the event that the Escrow Account includes shares of Common Stock, each Seller hereby pledges for the benefit of the Purchaser, and grants the Purchaser a security interest in, such deposited Common Stock. In addition, each Seller depositing Common Stock in the Escrow Account has also delivered to the Escrow Agent stock powers endorsed in blank with respect to the deposited Common Stock registered in the name of such each Seller. The Escrow Agent shall hold all such deposited Common Stock, not as an agent of each Seller, but rather as a pledgeholder. If blank stock powers with respect to any Common Stock deposited into the Escrow Account and registered to the a Seller are delivered by the Escrow Agent to the Purchaser, such Seller shall promptly deliver to the Escrow Agent stock powers endorsed in blank with respect to the remaining Common Stock on deposit in the Escrow Account (together with stock powers with respect thereto endorsed in blank), pledged to the Purchaser. (b) In the event that the Escrow Account includes shares of Common Stock, each such certificate representing Common Stock on deposit therein shall have the following legend noted conspicuously thereon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LIEN IN FAVOR OF THE ISSUER PURSUANT TO THAT CERTAIN ESCROW AGREEMENT DATED ________ ___, 1997 BY AND AMONG THE PURCHASER, CERTAIN PERSONS, AND ___________ AS ESCROW AGENT. THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER UNTIL RELEASED FROM SUCH RESTRICTIONS IN ACCORDANCE WITH THE TERMS OF SUCH ESCROW AGREEMENT. (c) Up until any disbursement of any shares of Common Stock deposited into the Escrow Account, Seller Sellers shall be entitled to vote said such shares in any meeting of shareholders, and shall be entitled to all dividends paid thereon.