EXHIBIT 10.3
AVENUE A, INC.
SERIES B PREFERRED STOCK
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (this "Agreement"), is made and entered into
by and between Avenue A, Inc. (the "Company"), a Washington corporation, and the
undersigned purchaser of the Company's Series B Preferred Stock (the
"Investor"), effective as of the date of execution of this Agreement on behalf
of the Company by a Company officer on the signature page hereof (the "Company
Execution Date").
RECITAL
The Investor desires to purchase shares of the Company's Series B Preferred
Stock upon the terms and conditions below.
AGREEMENT
1. Sale and Purchase of Shares
Subject to the terms and conditions of this Agreement, the Investor agrees
to purchase from the Company, and the Company agrees to sell to the Investor,
446,429 shares of the Series B Preferred Stock of the Company (the "Shares", as
further defined below) at a purchase price of $1.12 per share, which represents
an aggregate purchase price of $500,000.48. In connection with the Investor's
execution of this Agreement, the Investor has delivered to the Company a check
in the amount of the aggregate purchase price, receipt of which is hereby
acknowledged by the Company. The Investor agrees and acknowledges that the
initial sale and transfer of the Shares shall be effective as of the Company
Execution Date, and that this Agreement shall not be effective unless and until
the Company accepts this Agreement as evidenced by execution of the signature
page of this Agreement on behalf of the Company by a Company officer. "Shares"
shall be defined as the purchased Shares and all securities received in
replacement of or in connection with the Shares pursuant to stock dividends or
splits, all securities received in replacement of the Shares in a
recapitalization, merger, reorganization, exchange or the like, and all new,
substituted or additional securities or other properties to which Investor is
entitled by reason of Investor's ownership of the Shares.
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2. Disposition Prohibited
The Investor shall not dispose of any of his, her or its Shares except as
permitted by this Agreement, and any such attempted disposition shall be void
and shall not be recognized or registered upon the books of the Company. The
term "dispose" includes, but is not limited to, the acts of selling, assigning,
transferring, pledging, encumbering, giving away, devising, and any other form
of conveying, including conveyances caused by marital separation, divorce,
receivership, or bankruptcy, whether voluntary or involuntary or by operation of
law.
3. Right of First Refusal
3.1 Restriction
Before any Shares held by the Investor or any transferee of the Investor
(either being sometimes referred to as the "Holder") may be sold or otherwise
disposed of (as defined above but excluding transfers described in and governed
by Section 4), the Company or its assignee(s) shall have a right of first
refusal to purchase the Shares on the terms and conditions set forth in this
Section 3 (the "Right of First Refusal").
3.2 Notice of Proposed Transfer
The Holder of the Shares shall deliver to the Company a written notice (the
"Notice") stating: (a) the Holder's bona fide intention to sell or otherwise
transfer such Shares; (b) the name and address of any proposed purchaser or
other transferee ("Proposed Transferee"); (c) the number of Shares to be
transferred; and (d) the terms and conditions of any proposed sale or transfer,
including the proposed purchase price for the Shares to be transferred (the
"Offered Price").
3.3 Exercise of Right of First Refusal
At any time within thirty (30) days after receipt of the Notice, the
Company and/or its assignee(s) may, by giving written notice to the Holder,
elect to purchase all or any portion of the Shares proposed to be transferred to
any one or more of the Proposed Transferees, at the purchase price determined in
accordance with subsection 3.4 below.
3.4 Purchase Price
The purchase price ("Purchase Price") for the Shares purchased by the
Company or its assignee(s) under this Section 3 shall be the Offered Price. If
the Offered Price includes consideration other than cash, the cash equivalent
value of the
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non-cash consideration shall be determined by the Board of Directors of the
Company in good faith.
3.5 Payment
Payment of the Purchase Price shall be made, at the option of the Company
or its assignee(s), in cash (by check), by cancellation of all or a portion of
any outstanding indebtedness of the Holder to the Company (or, in the case of
repurchase by an assignee, to the assignee), or by any combination thereof
within thirty (30) days after receipt of the Notice or in the manner and at the
times set forth in the Notice.
3.6 Holder's Right to Transfer
If any of the Shares proposed in the Notice to be transferred to a given
Proposed Transferee are not purchased by the Company and/or its assignee(s) as
provided in Section 3.3, then the Holder may sell or otherwise transfer such
Shares to that Proposed Transferee at the Offered Price or at a higher price,
provided that such sale or other transfer is consummated within sixty (60) days
after the date of the Notice and provided further that any such sale or other
transfer is effected in accordance with any applicable securities laws and the
Proposed Transferee and any spouse executes an endorsement in the form attached
as Exhibit A, acknowledging that the provisions of this Agreement shall continue
to apply to the Shares in the hands of such Proposed Transferee (an
"Endorsement"). If the Shares are not transferred to the Proposed Transferee
within such period, or if the Holder proposes to change the price or other terms
to make them more favorable to the Proposed Transferee, a new Notice shall be
given to the Company, and the Company and/or its assignees shall again be
offered the Right of First Refusal before any Shares held by the Holder may be
sold or otherwise transferred.
3.7 Exception for Certain Family Transfers
Notwithstanding anything to the contrary in this Section 3, the transfer of
any or all of the Shares during the Investor's lifetime or on the Investor's
death by will or intestacy to the Investor's Immediate Family or a trust for the
benefit of the Investor's Immediate Family shall be exempt from the provisions
of this Section 3. "Immediate Family" as used herein shall mean the Investor's
spouse (except in the case of divorce), father, mother, brother, sister or
children or an entity in which all beneficial ownership interests are held by
the Investor, any of the aforementioned persons or any other such entity. In
such case, the transferee or other recipient shall receive and hold the Shares
so transferred subject to the provisions of this Agreement, shall execute an
Endorsement and there shall be no further transfer of such Shares except in
accordance with the terms of this Agreement.
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4. Involuntary Transfer
4.1 Company's Right to Purchase upon Involuntary Transfer
In the event, at any time after the date of this Agreement, of any transfer
by operation of law or other involuntary transfer (including death, divorce,
legal separation or bankruptcy, but excluding a transfer to Immediate Family as
set forth in Section 3.7 above) of all or a portion of the Shares by the Holder,
the Company or its assignee(s) shall have an option to purchase all of the
Shares transferred at the greater of the purchase price paid by the Holder for
such Shares or the Fair Market Value (as defined below) of the Shares on the
date of transfer. The Holder or the Holder's executor shall promptly notify the
Secretary of the Company in writing of such involuntary transfer. The right to
purchase such Shares shall be provided to the Company or its assignee(s) for a
period of thirty (30) days following receipt by the Company of such written
notice. In the event that the proposed transfer is required by the order,
judgment or decision of a court, arbitrator or other third party, the Holder or
the Holder's executor shall notify such court, arbitrator or other third party
of the Company's rights under this Section 4.1.
4.2 Price for Involuntary Transfer
For purposes of this Agreement, the "Fair Market Value" of the Shares shall
be defined as the value of the Shares as determined by the Board of Directors of
the Company, which value reflects the then-current value of the Shares in terms
of present earnings and future prospects of the Company. The Company shall
notify the Holder or the Holder's executor of the Fair Market Value within
thirty (30) days after receipt by it of written notice of the proposed transfer
of Shares. However, if the Holder or the Holder's executor does not agree with
the valuation as determined by the Board of Directors of the Company, the Holder
or the Holder's executor shall be entitled to have the valuation determined by
an independent appraiser to be mutually agreed upon by the Company and the
Holder or the Holder's executor and whose fees shall be borne equally by the
Company and the Holder or the Holder's estate.
5. Assignment of Company Rights
The rights of the Company to purchase any part of the Shares may be
assigned in whole or in part to any shareholder or shareholders of the Company
or other persons or organizations.
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6. Restrictions Binding on Transferees
All transferees of Shares or any interest therein will receive and hold
such Shares or interest subject to the provisions of this Agreement. Any sale
or transfer of the Shares shall be void unless the provisions of this Agreement
are met.
7. Termination of Rights
This Agreement shall terminate upon the closing of the first sale of Common
Stock of the Company to the general public (an "Initial Public Offering") under
a registration statement declared effective under the Securities Act of 1933, as
amended (the "Securities Act") or any successor statute. Upon termination of
this Agreement, a new certificate or certificates representing the Shares shall
be issued, on request, without the second paragraph of the legend required by
Section 9.1 and delivered to the Investor.
8. Representations, Warranties and Covenants of the Investor
The Investor represents, warrants and covenants to the Company that:
8.1 No Sale or Distribution; Investigation
The Investor is purchasing the Shares for the Investor's own personal
account for investment and not with a view to the sale or distribution of all or
any part of the Shares. No one other than the Investor has any beneficial
interest in the Shares. The Investor has had full opportunity to ask questions
and receive answers concerning the Shares and the financial condition of the
Company.
8.2 Authority; Binding Agreement
The Investor has the full legal right, power and authority to enter into
and to perform this Agreement. This Agreement constitutes the Investor's valid
and binding obligation, enforceable against the Investor in accordance with its
terms.
8.3 No Registration of Shares; Restricted Securities
The Investor understands that the Shares have not been registered under the
Securities Act by reason of a specific exemption, which exemption depends upon,
among other things, the bona fide nature of the Investor's investment intent as
expressed here. The Investor understands that the Shares are characterized as
"restricted securities" under the federal securities laws because they are being
acquired from the Company in a transaction not involving a public offering and
that under such laws and applicable regulations such securities may be resold
without
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registration under the Securities Act only in certain limited circumstances. In
this connection, the Investor represents that he, she or it is familiar with
Rule 144 and Rule 701 under the Securities Act, as presently in effect, and
understands the resale limitations imposed by the Securities Act.
8.4 Sophistication
Such Investor, either alone or with the assistance of his, her or its
professional advisor, is a sophisticated investor, is able to fend for his, her
or itself in the transactions contemplated by this Agreement, and has such
knowledge and experience in financial and business matters that he, she or it is
capable of evaluating the merits and risks of the prospective investment in the
Shares.
8.5 Suitability
The investment in the Shares is suitable for such Investor based upon his,
her or its investment objectives and financial needs, and such Investor has
adequate net worth and means for providing for his, her or its current financial
needs and contingencies and has no need for liquidity of investment with respect
to the Shares. Such Investor's overall commitment to investments that are
illiquid or not readily marketable is not disproportionate to his, her or its
net worth, and investment in the Shares will not cause such overall commitment
to become excessive.
8.6 Professional Advice
Such Investor has obtained, to the extent he, she or it deems necessary,
his, her or its own professional advice with respect to the risks inherent in
the investment in the Shares, the condition of the Company and the suitability
of the investment in the Shares in light of such Investor's financial condition
and investment needs.
8.7 Ability to Bear Risk
Such Investor is in a financial position to purchase and hold the Shares
and is able to bear the economic risk and withstand a complete loss of his, her
or its investment in the Shares.
8.8 Residency
For purposes of the application of state securities laws, such Investor
represents that he, she or it is a bona fide resident of, and/or is domiciled
in, the state identified in the address for such Investor.
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8.9 Accreditation
The Investor represents and warrants that he, she or it is an accredited
investor as such term is defined in Rule 501(a) under the Securities Act and as
defined pursuant to the provisions of state securities laws applicable to such
Investor providing for an exemption from registration or qualification of the
offer and sale of the Shares. The Investor represents that he, she or it is:
(check all that are applicable)
a. A director or executive officer of the Company.
------------
b. A natural person with an individual net worth*, or joint
------------ net worth with his or her spouse, in excess of $1,000,000.
c. A natural person who (i) had an individual income in excess
------------ of $200,000 in each of 1997 and 1998 or a joint income with
his or her spouse in excess of $300,000 in each of those two
years and (ii) reasonably expects to reach the same income
level in 1999.
d. Any organization described in Section 501(c)(3) of the
____________ Internal Revenue Code of 1986, as amended, or Massachusetts or
similar business trust (i) not formed for the specific purpose
of acquiring the Shares and (ii) having total assets in excess
of $5,000,000.
e. A private business development company (as defined in
____________ section 202(a)(22) of the Investment Company Act of 1940, as
amended).
f. A trust (i) not formed for the purpose of acquiring the
____________ Shares; (ii) having total assets in excess of $5,000,000, and
(iii) whose purchase of the Shares is directed by a
sophisticated person (as described in Rule 506(b)(2)(ii) under
the Securities Act).
g. An entity in which all of the equity owners are accredited
____________ investors.
_________________________
* As used in this subparagraph, "net worth" means total tangible assets as
currently valued less total liabilities.
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9. Restrictive Legends and Stop-Transfer Orders
9.1 Restrictive Legend
The Secretary of the Company shall endorse all certificates representing
Shares owned by the Investor and all certificates representing Shares issued or
transferred after this Agreement is entered into with the following legend:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
APPLICABLE STATE LAW, AND NO INTEREST MAY BE SOLD, DISTRIBUTED,
ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (a) THERE
IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID
SECURITIES, (b) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL
FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION
STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (c) THIS
CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT
FROM REGISTRATION.
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.
9.2 Stop Transfer Order; No Transfer in Violation of Agreement
The Investor agrees that, in order to ensure compliance with this
Agreement's restrictions, the Company may issue appropriate "stop transfer"
instructions to its transfer agent, if any, and that, if the Company transfers
its own securities, it may make appropriate notations to the same effect in its
own records. The Company shall not be required (a) to transfer on its books any
Shares that have been sold or otherwise transferred in violation of any of the
provisions of this Agreement or (b) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee
to whom such Shares shall have been so transferred.
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10. Miscellaneous
10.1 Entire Agreement; Specific Enforcement; Severability
This Agreement is the entire agreement of the parties regarding its subject
matter and supersedes all prior written or oral communications or agreements.
The Investor expressly agrees that the Company and its shareholders will be
irreparably damaged if this Agreement is not specifically enforced. Upon a
breach or threatened breach of the terms, covenants and/or conditions of this
Agreement by the Investor, the Company shall, in addition to all other remedies,
be entitled to a temporary or permanent injunction, without showing any actual
damage, and/or a decree for specific performance, in accordance with the
provisions of this Agreement. If any provision of this Agreement is determined
by a court of competent jurisdiction to be invalid or unenforceable, such
determination shall not affect the validity or enforceability of any other part
of this Agreement.
10.2 Notices
Notices given pursuant to this Agreement shall be deemed duly given on the
date of personal delivery, on the date sent by fax or three days after mailing
if mailed by certified or registered mail, return receipt requested, postage
prepaid, to the party at its address on the signature page below or such other
address of which the addressee may subsequently notify the other parties in
writing.
10.3 Expenses
Except as specifically provided to the contrary, each party shall pay his,
her or its own expenses incurred in connection with this Agreement or any
transactions contemplated by this Agreement.
10.4 Governing Law
This Agreement and the rights and obligations of the parties shall be
governed by and construed in accordance with the laws of the state of Washington
applicable to the construction and enforcement of contracts wholly executed and
performed in Washington.
10.5 Counterparts
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
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10.6 Amendments; Waivers
Neither this Agreement nor any provision may be amended except by written
agreement signed by the parties. No waiver of any breach or default shall be
considered valid unless in writing, and no such waiver shall be deemed a waiver
of any subsequent breach or default.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates set forth below.
INVESTOR
Date of Execution: , 1999 Signature:
Name:
Address:
__________________________
__________________________
AVENUE A, INC.
Date of Execution: February 23, 1999
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
Address: Avenue A, Inc.
Xxxxx 0000
0000 Xxxxx Xxx
Xxxxxxx, XX 00000
Attn: Chief Financial Officer
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Schedule A
Original Issuances of Series B Preferred Stock
No. of
Shares Aggregate Purchase
Name Purchased Date Price
---------------------------------------------------------------------------------------------
Cedar Grove Investments, LLC 111,607 2/23/99 $124,999.84
---------------------------------------------------------------------------------------------
Xxxx Xxxxx 8,929 2/23/99 $ 10,000.48
---------------------------------------------------------------------------------------------
Xxxxxxx Xxx Xxxxxx 8,929 2/23/99 $ 10,000.48
---------------------------------------------------------------------------------------------
Xxxxxxx Xxxx Xxxxxx Chow 8,929 2/23/99 $ 10,000.48
---------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxx 90,000 2/23/99 $100,800.00
---------------------------------------------------------------------------------------------
Xxxx X. Xxxxxx 89,286 2/23/99 $100,000.32
---------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxxxx 178,571 2/23/99 $199,999.52
---------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxx 44,643 2/23/99 $ 50,000.16
---------------------------------------------------------------------------------------------
Durham Investments 89,286 2/23/99 $100,000.32
International, Ltd.
---------------------------------------------------------------------------------------------
Xxxxx X. Xxxxx, Trustee, Xxxxx 22,321 2/23/99 $ 24,999.52
X. Xxxxx Revocable Living Trust
---------------------------------------------------------------------------------------------
Xxxxxxxx X. Xxxxx 35,714 2/23/99 $ 39,999.68
---------------------------------------------------------------------------------------------
Xxxxxxx Associates, L.P. 22,322 2/23/99 $ 25,000.64
---------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxxx 44,643 2/23/99 $ 50,000.16
---------------------------------------------------------------------------------------------
Xxxx X. Xxxxxxxx 133,929 2/23/99 $150,000.48
---------------------------------------------------------------------------------------------
Xxxx X. Xxxxxx 28,571 2/23/99 $ 31,999.52
---------------------------------------------------------------------------------------------
Gentle Boss Investments Ltd. 178,571 2/23/99 $199,999.52
---------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxx 446,429 2/23/99 $500,000.48
---------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxxx 22,321 2/23/99 $ 24,999.52
---------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxxxx 22,321 2/23/99 $ 24,999.52
---------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxxx 89,286 2/23/99 $100,000.32
---------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxx 22,321 2/23/99 $ 24,999.52
---------------------------------------------------------------------------------------------
Xxxx Xxxx Development Limited 44,643 2/23/99 $ 50,000.16
---------------------------------------------------------------------------------------------
Xxxxxxx Xxxx Xxxx 44,643 2/23/99 $ 50,000.16
---------------------------------------------------------------------------------------------
Xxxxxxxx X. Xxx 25,000 2/23/99 $ 28,000.00
---------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxx 35,714 2/23/99 $ 39,999.68
---------------------------------------------------------------------------------------------
Xxxxxx Xxx 44,643 2/23/99 $ 50,000.16
---------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxx Xxxxxxxxxxx 22,321 2/23/99 $ 24,999.52
---------------------------------------------------------------------------------------------
Pac-Xxxx Securities Ltd. 169,643 2/23/99 $190,000.16
---------------------------------------------------------------------------------------------
Shamrock Trust 178,571 2/23/99 $199,999.52
---------------------------------------------------------------------------------------------
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No. of
Shares Aggregate Purchase
Name Purchased Date Price
---------------------------------------------------------------------------------------------
U.S. Trust Company, N.A. Trustee 22,321 2/23/99 $ 24,999.52
FBO Xxxx X. xxx Xxxxxxxxx
SEP-XXX Acct. #000-000-00
---------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxx 44,643 2/23/99 $ 50,000.16
---------------------------------------------------------------------------------------------
Xxxx X. Xxxxx 22,322 2/23/99 $ 25,000.64
---------------------------------------------------------------------------------------------
Westgate International, L.P. 22,321 2/23/99 $ 24,999.52
---------------------------------------------------------------------------------------------
Xxxxxx Xxxxx Xxxxxxxx 53,572 2/23/99 $ 60,000.64
---------------------------------------------------------------------------------------------
R. Xxxxxxx Xxx 61,428 3/15/99 $ 68,799.36
---------------------------------------------------------------------------------------------
Linco International Limited 89,286 3/15/99 $100,000.32
---------------------------------------------------------------------------------------------
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AVENUE A, INC.
SERIES B PREFERRED STOCK
SHARE PURCHASE AGREEMENT
CONSENT OF SPOUSE
-----------------
I, ____________________, spouse of ________________________, have read and
approve the foregoing Series B Preferred Stock Share Purchase Agreement (the
"Agreement"). In consideration of the terms and conditions as set forth in the
Agreement, I hereby appoint my spouse as my attorney-in-fact with respect to the
amendment of or the exercise of any rights under the Agreement and agree to be
bound by the provisions of the Agreement insofar as I may have any rights in the
Agreement or any Shares issued pursuant thereto under the community property
laws of the state of Washington or similar laws relating to marital property in
effect in the state of our residence as of the date of the Agreement. I have
been informed of my right to obtain independent legal counsel concerning this
Agreement and the rights and obligations provided for in this Agreement, and by
execution of this Agreement, acknowledge having either obtained such independent
counsel or having waived the same.
Date:
---------------------------------------------
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(Signature)
--------------------------------------------------
(Printed Name)
EXHIBIT A
AVENUE A, INC.
SERIES B PREFERRED STOCK
SHARE PURCHASE AGREEMENT
ENDORSEMENT
-----------
The undersigned, a shareholder of Avenue A, Inc. (the "Company"), and his
or her spouse hereby agree to the terms and conditions of the Series B Preferred
Stock Share Purchase Agreement, which became effective on _________________,
199_, originally entered into by and between the Company and the other party
listed on the signature page and acknowledge receipt of a copy of such Agreement
and agree to be bound under that Agreement as an Investor and shareholder,
including, without limitation, under Section 6 of that Agreement.
___________________________________ ______________________________
(Signature of shareholder/Investor) (Signature of Spouse)
___________________________________ ______________________________
(Printed Name) (Printed Name)
___________________________________ ______________________________
(Date) (Date)
EXHIBIT B
AVENUE A, INC.
SERIES B PREFERRED STOCK
SHARE PURCHASE AGREEMENT
ASSIGNMENT SEPARATE FROM CERTIFICATE
------------------------------------
FOR VALUE RECEIVED and pursuant to the Series B Preferred Stock Share
Purchase Agreement between the undersigned ("Shareholder") and Avenue A, Inc.
(the "Company") effective as of _____________________, 1999 (the "Agreement"),
this shareholder (the "Shareholder") hereby sells, assigns and transfers unto
the Company ________________________________ (___________) shares of the Series
B Preferred Stock of the Company standing in Shareholder's name on the Company's
books and represented by Certificate No. ________, and does hereby irrevocably
constitute and appoint _______________________________ to transfer said stock on
the books of the Company with full power of substitution in the premises. THIS
ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS
THERETO.
Dated:_________________________
Signature:
__________________________________
Shareholder
__________________________________
Spouse
Instruction: Please do not fill in any blanks other than the signature
line. The purpose of this assignment is to enable the Company to exercise its
repurchase option set forth in the Agreement without requiring additional
signatures on the part of Shareholder.
