Exhibit 10.2
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made as of the ___ day of ________, 19__, by and between
RELIABILITY ASSOCIATES, a California corporation (the "Corporation"), and
________________ _________________________ ("Purchaser").
WITNESSETH:
WHEREAS, the Corporation desires to issue and Purchaser desires to
acquire stock of the Corporation as herein described, on the terms and
conditions hereinafter set forth, pursuant to the Corporation's Stock Purchase
Plan.
NOW, THEREFORE, IT IS AGREED between the parties as follows:
1. Purchaser hereby agrees to purchase from the Corporation and the
Corporation agrees to sell to Purchaser _______________________________
(___________) shares of its Common Stock (the "Stock"), at a price per share of
$_______, for an aggregate purchase price of $__________________ payable in cash
at the closing. The closing hereunder shall occur at the offices of the
Corporation within ten business days after the later of (i) the date hereof and
(ii) the date the Corporation receives any necessary authorization for the offer
and sale of the Stock from state securities authorities, or at such other time
and place as shall be mutually agreed between Purchaser and the Corporation. The
Stock to be sold and purchased pursuant to this Agreement, and Purchaser's
rights with respect thereto, shall be subject to all the terms and conditions of
the Corporation's Stock Purchase Plan, a copy of which may be obtained by
Purchaser, or Purchaser's successors and assigns, from the Secretary of the
Corporation.
2. (a) The Stock being purchased by Purchaser pursuant to this Agreement
shall be subject to the option ("Purchase Option") set forth in this Paragraph
2. In the event Purchaser shall cease to be employed by the Corporation
(including a parent or subsidiary of the Corporation) for any reason, or no
reason, with or without cause, the Purchase Option may be exercised. The
Corporation shall have the right at any time within sixty (60) days after the
date Purchaser ceases to be employed by the Corporation, or a parent or
subsidiary of the Corporation, to purchase from the Purchaser or his personal
representative, as the case may be, at the lower of (i) the price per share paid
by Purchaser under this Agreement, subject to adjustment pursuant to Paragraph 5
and (ii) the fair market value on the date of
1.
repurchase as determined by the Corporation's Board of Directors ("Option
Price") up to but not exceeding the number of shares of Stock specified in
subparagraph (b) below.
(b) If Purchaser ceases to be employed by the Corporation for any
reason other than those reasons set forth in subparagraph (c) below at any time
prior to the completion of forty-eight (48) months after the Commencement Date
(as hereinafter defined), the Corporation may exercise the Purchase Option as to
the maximum portion of the Stock specified in the following table:
Portion of the Stock
If Termination Occurs Subject to Purchase Option
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Within 6 months after All of the Stock
the Commencement Date
After 6 months and within 7/8 of the Stock less 1/42 of
48 months after the the Stock for each full month
Commencement Date after the initial six months
subsequent to the Commencement
Date
After 48 months after the None of the Stock
Commencement Date
(c) In the event of death or permanent disability of Purchaser at
any time after the Commencement Date and prior to the completion of forty-eight
(48) months after the Commencement Date, such event shall be treated as having
occurred six (6) months after its actual occurrence, for purposes of determining
the portion of the Stock subject to the Purchase Option in Paragraph 2(b) above.
(d) Nothing in this Agreement shall affect in any manner whatsoever
the right or power of the Corporation, or a parent or subsidiary of the
Corporation, to terminate Purchaser's employment, for any reason or no reason,
with or without cause.
(e) For purposes of this Agreement, Commencement Date shall mean
________________, 19__.
3. The Purchase Option shall be exercised by written notice signed by an
officer of the Corporation and delivered or mailed as provided in Paragraph 15.
The Option Price shall be payable, at the option of the Corporation, in
cancellation of all or a portion of any outstanding indebtedness of Purchaser to
the Corporation or in cash (by check) or both.
2.
4. The Corporation may assign its rights under Paragraphs 2, 3 and 6
hereof, to one or more persons, who shall have the right to so exercise such
rights in his own name and for his own account. If the exercise of any such
right requires the consent of the California Commissioner of Corporations, the
parties agree to cooperate in requesting such consent.
5. If, from time to time during the term of the Purchase Option, there is
any merger of the Corporation or any similar transaction in which the
Corporation is not the survivor, or sale of all or substantially all of the
assets of the Corporation, or any stock dividend or liquidating dividend of cash
and/or property, stock split or other change in the character or amount of any
of the outstanding securities of the Corporation, then, in such event any and
all new, substituted or additional securities or other property 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 word "Stock" for all
purposes of the Purchase Option with the same force and effect as the shares of
Stock presently subject to the Purchase Option. While the total Option Price
shall remain the same after each such event, the Option Price per share of Stock
upon exercise of the Purchase Option shall be appropriately adjusted.
6. Before any shares of Stock registered in the name of Purchaser and not
subject to the Purchase Option may be sold or transferred (including transfer by
operation of law) other than to Purchaser's parents, spouse, brothers, sisters,
or children, or trusts for their or Purchaser's benefit, such shares shall first
be offered to the Corporation in the following manner:
(a) The Purchaser shall first deliver a written notice ("Notice") to
the Corporation stating (i) his bona fide intention to sell or transfer such
shares, (ii) the number of such shares to be sold or transferred, (iii) the
price for which he proposes to sell or transfer such shares.
(b) Within thirty (30) days after receipt of the Notice, the
Corporation or its assignee(s) may elect to purchase any or all shares to which
the Notice refers, at the price per share specified in the Notice.
(c) In the event the Corporation or the assignee(s) of the
Corporation elect to acquire any of the shares of the Purchaser as specified in
Purchaser's Notice, the Secretary of the Corporation shall so notify the
Purchaser and settlement thereof shall be made in cash within forty-five (45)
days after the Corporation receives the Purchaser's Notice; provided that if the
terms of payment set
3.
forth in Purchaser's Notice were other than cash against delivery, the
Corporation or the assignee(s) of the Corporation shall pay for said shares on
the same terms and conditions set forth in Purchaser's Notice.
(d) If all of the shares to which the Notice refers are not elected
to be purchased, as provided in subparagraphs 6(b) and (c) hereof, the Purchaser
may sell the remaining shares to any person at the price and on the terms
specified in the Notice or at a higher price or on terms more favorable to the
Purchaser, provided that such sale or transfer is consummated within six (6)
months of the date of said Notice to the Corporation, and provided, further,
that any such sale is in accordance with all the terms and conditions hereof.
(e) Purchaser's obligations under this Paragraph 6 shall terminate
upon the first sale of Common Stock of the Corporation to the public which is
effected pursuant to a registration statement filed with, and declared effective
by, the Securities and Exchange Commission under the Securities Act of 1933.
7. If Purchaser is married on the date of this Agreement, Purchaser's
spouse shall execute a Consent of Spouse in the form of Exhibit A hereto,
effective on the date hereof. Such consent shall not be deemed to confer or
convey to the spouse any rights in the Stock that do not otherwise exist by
operation of law or the agreement of the parties. If Purchaser should marry or
remarry subsequent to the date of this Agreement, Purchaser shall within thirty
(30) days thereafter obtain his new spouse's acknowledgment of and consent to
the existence and binding effect of all restrictions contained in this Agreement
by signing an additional Consent of Spouse in the form of Exhibit A.
8. All certificates representing any shares of Stock subject to the
provisions of this Agreement shall have endorsed thereon the following legends:
(a) "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
PURCHASE OPTION SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE
REGISTERED HOLDER, OR HIS PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT
THE PRINCIPAL OFFICE OF THIS CORPORATION."
(b) "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND ITS ASSIGNEES SET
FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR HIS
PREDECESSOR IN INTEREST. A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF
THIS CORPORATION."
4.
(c) "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS
MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN
OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY
TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER. ASSIGNMENT OR HYPOTHECATION
IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
ACT."
(d) "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS
SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE
STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."
(e) Any legend required to be placed thereon by state securities
authorities.
9. In connection with the proposed purchase of the Stock, Purchaser
hereby agrees, represents and warrants as follows;
(a) Purchaser is purchasing the stock solely for his or her own
account for investment and not with a view to, or for resale in connection with,
any distribution thereof within the meaning of the Securities Act of 1933, as
amended (the "Act"). Purchaser further represents that Purchaser does not have
any present intention of selling, offering to sell or otherwise disposing of or
distributing the Stock or any portion thereof; and that the entire legal and
beneficial interest of the Stock Purchaser is purchasing is being purchased for,
and will be held for the account of, the Purchaser only and neither in whole nor
in part for any other person.
(b) Purchaser is aware of the Corporation's business affairs and
financial condition and has acquired sufficient information about the
Corporation to reach an informed and knowledgeable decision to acquire the
Stock. Purchaser further represents and warrants that Purchaser has discussed
the Corporation and its plans, operations and financial condition with its
officers, has received all such information as Purchaser deems necessary and
appropriate to enable Purchaser to evaluate the financial risk inherent in
making an investment in the stock and has received satisfactory and complete
information concerning the business and financial condition of the Corporation
in response to all inquiries in respect thereof.
5.
(c) Purchaser realizes that Purchaser's purchase of the Stock will be
a highly speculative investment, and Purchaser is able, without impairing
Purchaser's financial condition, to hold the Stock for an indefinite period of
time and to suffer a complete loss on Purchaser's investment.
(d) The Corporation has disclosed to Purchaser that:
(i) the sale of the Stock has not been registered under the
Act, and the Stock must be held indefinitely unless a transfer of it is
subsequently registered under the Act or an exemption from such registration is
available, and that the Corporation is under no obligation to register the
Stock;
(ii) the Corporation will make a notation in its records of
the aforementioned restrictions on transfer and legends.
(e) Purchaser is aware of the provisions of Rule 144, promulgated
under the Act, which, in substance, permit, limited public resale of
"restricted securities" acquired, directly or indirectly, from the issuer
thereof (or an affiliate of such issuer), in a non-public offering, subject
to the satisfaction of certain conditions, including among other things: the
resale occurring not less than two years after the date Purchaser has
purchased and paid for the Stock; the availability of certain public
information concerning the Corporation; the sale being through a broker in an
unsolicited "broker's transaction" or in a transaction directly with a market
maker (as said term is defined under the Securities Exchange Act of 1934);
and that any sale of the Stock may be made by Purchaser only in limited
amounts, not exceeding specified limitations, during any three-month period.
Purchaser further represents that Purchaser understands that at the time
Purchaser wishes to sell the Stock there may be no public market upon which
to make such a sale, and that, even if such a public market then exists, the
Corporation may not be satisfying the current public information requirements
of Rule 144, and that, in such event, Purchaser would be precluded from
selling the Stock under Rule 144 even if the two-year minimum holding period
had been satisfied, unless Purchaser had held the Stock for more than three
years and was not an affiliate. Purchaser represents that Purchaser
understands that in the event all of the requirements of Rule 144 are not
satisfied, registration under the Act or compliance with an exemption from
registration will be required; and that, notwithstanding the fact that Rule
144 is not exclusive, the Staff of the SEC has expressed its opinion that
persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rule 144 will have a
6.
substantial burden of proof in establishing that an exemption from registration
is available for such offers or sales, and that such persons and their
respective brokers who participate in such transactions do so at their own risk.
(f) Without in any way limiting Purchaser's representations and
warranties set forth above, Purchaser further agrees that Purchaser shall in no
event make any disposition of all or any portion of the Stock which Purchaser is
purchasing unless:
(i) There is then in effect a Registration Statement under
the Act covering such proposed disposition and such disposition is made in
accordance with said Registration Statement; or
(ii) Such disposition is effected in compliance with all the
terms and conditions of Rule 144; or
(iii) Purchaser shall have (1) notified the Corporation of the
proposed disposition and furnished the Corporation with a detailed statement of
the circumstances surrounding the proposed disposition, and (2) furnished the
Corporation with an opinion of Purchaser's own counsel to the effect that such
disposition will not require registration of such shares under the Act, and such
opinion of Purchaser's counsel shall have been concurred in by counsel for the
Corporation and the Corporation shall have advised Purchaser of such
concurrence.
10. 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 Purchase Option herein provided for, Purchaser agrees to deliver
to and deposit with Xxxx & Freidenrich, A Professional Corporation, counsel to
the Corporation (the "Escrow Agent"), as Escrow Agent in this transaction, two
Stock Assignments duly endorsed (with date and number of shares blank) in the
form attached hereto as Exhibit B, together with the certificate or certificates
evidencing the Stock; said documents are to be held by the Escrow Agent pursuant
to the Joint Escrow Instructions of the Corporation and Purchaser set forth in
Exhibit C attached hereto and incorporated by this reference, which instructions
shall also be delivered to the Escrow Agent at the closing hereunder.
11. Purchaser shall not sell, transfer, pledge, hypothecate or otherwise
dispose of any shares of the Stock still subject to the Purchase Option.
12. The Corporation shall not be required (i) to transfer on its books any
shares of Stock of the Corporation
7.
which shall have been sold or transferred in violation of any of the provisions
set forth in this Agreement or (ii) to treat as owner of such shares or to
accord the right to vote as such owner or to pay dividends to any transferee to
whom such shares shall have been so transferred.
13. Subject to the provisions of Paragraphs 11 and 12 above, Purchaser
shall, during the term of this Agreement, exercise all rights and privileges of
a stockholder of the Corporation with respect to the Stock deposited in said
escrow.
14. 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.
15. 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 the other party hereto at its, his or her address
hereinafter shown below its, his or her signature or at such other address as
such party may designate by ten (10) days' advance written notice to the other
party hereto.
16. This Agreement shall inure to the benefit of the successors and
assigns of the Corporation and, subject to the restrictions on transfer herein
set forth, be binding upon Purchaser, Purchaser's heirs, executors,
administrators, successors and assigns. Purchaser's rights under this Agreement
shall not be transferable except by will or by the laws of descent and
distribution.
17. This Agreement, together with the Exhibits hereto, shall be construed
under the laws of the State of California, and constitutes the entire agreement
of the parties with respect to the subject matter hereof, superseding all prior
written or oral agreements, and no amendment or addition hereto shall be deemed
effective unless agreed to in writing by the parties hereto.
18. Purchaser agrees that the Corporation shall be entitled to a decree of
specific performance of the terms hereof or an injunction restraining violation
of this Agreement, said right to be in addition to any other remedies available
to the Corporation.
19. If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions
shall nevertheless continue in full force and effect without being impaired or
invalidated in any way and shall be construed in accordance with the purposes
and tenor and effect of this Agreement.
8.
20. Purchaser shall notify the Corporation in writing if Purchaser files
an election pursuant to Section 83(b) of the Internal Revenue Code of 1954, as
amended, and Section 17122.7 of the California Revenue and Taxation Code, to be
filed with the Internal Revenue Service and the California Franchise Tax Board,
respectively, within thirty (30) days after the date of the sale herein
contemplated. The Corporation intends, in the event it does not receive from
Purchaser evidence of such filing, to claim a tax deduction for any amount which
would otherwise be taxable to Purchaser in the absence of such an election.
21. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS
NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA AND THE ISSUANCE or SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL,
UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100,
25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES
TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
RELIABILITY ASSOCIATES
ISDN TECHNOLOGIES CORPORATION By
0000 Xxxxxxxxxxx Xxxx -------------------------------------
Xxxxx 000 Xxxxx
Xxxx Xxxx, XX 00000 ----------------------------------
Address: 000 Xxxxx Xxx Xxxxxxx Xxxx
Xxxxx X
Xxx Xxxxx, XX 00000
PURCHASER:
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Signature
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(Name -- Please Print)
Address:
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9.
EXHIBIT A
CONSENT OF SPOUSE
I, __________________, spouse of ______________________, acknowledge that I
have read the Stock Purchase Agreement dated as of __________, 19__ to which
this consent is attached as Exhibit A (the "Agreement") and that I know its
contents. I am aware that by its provisions Reliability Associates (the
"Company") and its assigns have the option to purchase certain shares of Stock
of the Company which my spouse owns pursuant to the Agreement including any
interest I might have therein, upon termination of his or her employment under
circumstances set forth in the Agreement, and certain other restrictions are
imposed upon the sale or other disposition of the Stock.
I hereby agree that my interest, if any, in the Stock subject to the
Agreement shall be irrevocably bound by the Agreement and further understand and
agree that any community property interest I may have in the Stock shall be
similarly bound by the Agreement.
I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE
AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL
GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH
GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I
WILL WAIVE SUCH RIGHT.
Dated as of the _____ day of ________________, 19__.
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Signature
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(Name -- Please Print)
EXHIBIT B
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, __________________ hereby sells, assigns and transfers unto
______________________, ____________________________________ (_________________)
shares of the Common stock of RELIABILITY ASSOCIATES, a California
corporation, standing in the undersigned's name an the books of said corporation
represented by Certificate No. _________ herewith, and does hereby irrevocably
constitute and appoint ______________________________________ attorney to
transfer the said Stock on the books of the said corporation with full
power of substitution in the premises.
Dated: , 19
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EXHIBIT C
JOINT ESCROW INSTRUCTIONS
__________, 19__
Xxxx & Freidenrich
A Professional Corporation
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Gentlemen:
As Escrow Agent for both RELIABILITY ASSOCIATES, a California corporation
("Corporation"), and the undersigned purchaser of stock (the "Stock") of the
Corporation ("Purchaser"), you are hereby authorized and directed to hold the
documents delivered to you pursuant to the terms of that certain Stock Purchase
Agreement ("Agreement"), dated as of the date hereof, to which a copy of these
Joint Escrow Instructions is attached as Exhibit C, in accordance with the
following instructions:
1. In the event the Corporation and/or any assignee of the Corporation
(referred to collectively for convenience herein as the "Corporation") shall
elect to exercise the Purchase Option set forth in the Agreement, the
Corporation 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 Corporation. Purchaser and
the Corporation hereby irrevocably authorize and direct you to close the
transaction contemplated by such notice in accordance with the terms of said
notice.
2. 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 of
Stock being transferred, and (c) to deliver same, together with the certificates
evidencing the shares of Stock to be transferred, to the corporation against the
simultaneous delivery to you of the purchase price (by check or evidence of
cancellation of indebtedness of Purchaser to the Corporation) for the number of
shares of Stock being purchased pursuant to the exercise of the Purchase Option.
3. Purchaser irrevocably authorizes the Corporation to deposit with you
any certificates evidencing shares of Stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement.
1.
Purchaser does hereby irrevocably constitute and appoint you as Purchaser's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all stock certificates, stock assignments, or other documents
necessary or appropriate to make such securities negotiable and 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 as presently in
existence, or any successor form. Subject to the provisions of this paragraph 3,
Purchaser shall exercise all rights and privileges of a stockholder of the
Corporation while the Stock is held by you.
4. This escrow shall terminate at such time as there are no longer any
shares of Stock subject to the Purchase Option.
5. 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. Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.
7. 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 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 to
such good faith.
8. 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 of any court,
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,
2.
modified, annulled, set aside, vacated or found to have been entered without
jurisdiction.
9. 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.
10. You shall not be liable for the outlawing of any rights under the
Statute of Limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.
11. You shall be entitled to employ such legal counsel and other experts
as you may deem necessary or proper 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.
12. Your responsibilities as Escrow Agent hereunder shall terminate if you
shall cease to be counsel to the Corporation or if you shall resign by written
notice to each party. In the event of any such termination, the Corporation
shall appoint a successor Escrow Agent.
13. If you reasonably require other or further instructions in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.
14. It is understood and agreed that should any dispute arise with respect
to the delivery and/or ownership or rights 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
dispute 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 after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.
15. 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 each of the other parties thereunto entitled at the
following addresses, or at such other addresses as a party may designate by ten
(10) days' advance written notice to each of the other parties hereto.
3.
CORPORATION: RELIABILITY ASSOCIATES
000 Xxxxx Xxx Xxxxxxx Xxxx
Xxxxx X
Xxx Xxxxx, XX 00000
PURCHASER:
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ESCROW AGENT: Xxxx & Freidenrich
A Professional Corporation
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
16. 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.
17. 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,
RELIABILITY ASSOCIATES, a
California corporation
By:
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Title.
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Agreed to and accepted as of PURCHASER:
the date set forth above.
ESCROW AGENT: ----------------------------------------
Signature
XXXX & FREIDENRICH
A Professional Corporation
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(Name -- Please Print)
By:
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4.
