EXHIBIT 10.14
INNOVATIVE GLOBAL SOLUTION, INC.
FOUNDER STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 28th day of April, 1998 ("Effective
Date"), by and between INNOVATIVE GLOBAL SOLUTION, INC., a California
corporation (the "Corporation"), and Xxxxxxx X. Son ("Purchaser").
WITNESSETH:
----------
WHEREAS, the Corporation desires to issue and the Purchaser desires to
acquire stock of the Corporation as herein described, on the terms and
conditions hereinafter set forth.
WHEREAS, the Purchaser is an employee of the Corporation.
NOW, THEREFORE, IT IS AGREED between the parties as follows:
1. Number of Shares and Price Per Share. Subject to the terms and
------------------------------------
conditions herein, the Purchaser hereby agrees to purchase from the Corporation,
and the Corporation agrees to sell to the Purchaser one million five hundred
thousand (1,500,000) shares of the Corporation's Common Stock (the "Stock") for
an aggregate purchase price of $150,000 (the "Purchase Price") or $0.10 per
share. Such Purchase Price for the Stock will be paid in cash, by cancellation
of debt, or by execution and delivery to the Corporation by the Purchaser of a
full recourse Promissory Note, or even date herewith, made payable to the
Corporation, in a form acceptable to the Corporation.
2. Unvested Share Repurchase Option. In the event the Purchaser's
--------------------------------
employment with the Corporation is terminated, or if the Purchaser or the
Purchaser's legal representative attempts to sell, exchange, transfer, pledge or
otherwise dispose of any shares purchased pursuant to this Purchase Agreement
which have not vested in the Purchaser pursuant to Section 2(a) below (the
"Unvested Shares"), the Corporation shall have the right to reacquire the
Unvested Shares under the terms and subject to the conditions set forth in this
Section 2 (the "Unvested Share Repurchase Option").
(a) Vesting of Shares. The term "Initial Vesting Date" shall mean
-----------------
the Purchaser's initial date of employment. The shares of Stock purchased will
vest in the Purchaser and become "Vested Shares" on and after the Initial
Vesting Date in accordance with the following formula:
Date Vested Shares
---- -------------
On the Initial Vesting Date 750,000 shares of the Stock
1
Six (6) Months After the Initial 20,833 shares of the remaining
Vesting Date Stock for each completed full
month of the Corporation's
employment of Purchaser
following the Initial Vesting
Date
Provided that the aggregate number of Vested Shares may not exceed one hundred
percent (100%) of the Stock.
(b) Exercise of Unvested Share Repurchase Option. Except as
--------------------------------------------
provided in Section 2(e) below, if the consultancy or employment (collectively
referred to herein as "employment") of the Purchaser is terminated, or if the
Purchaser or the Purchaser's legal representative attempts to dispose of any
Unvested Shares other than as allowed in this Agreement, the Corporation may
exercise the Unvested Share Repurchase Option by written notice to the Escrow
Agent (as defined in Section 9 below) and to the Purchaser or the Purchaser's
legal representative within sixty (60) days after such termination or after the
Corporation has received notice of the attempted disposition.
(c) Payment for Shares and Return of Shares. Payment by the
---------------------------------------
Corporation to the Escrow Agent on behalf of the Purchaser or the Purchaser's
legal representative shall be made in cash within sixty (60) days after the date
of the mailing of the written notice of exercise of the Unvested Share
Repurchase Option. For purposes of the foregoing, cancellation of any promissory
note of the Purchaser to the Corporation shall be treated as payment to the
Purchaser in cash to the extent of the unpaid principal and any accrued interest
canceled. The purchase price per share being purchased by the Corporation shall
be $0.10 per share (as adjusted for stock splits, stock dividends, stock
combinations and the like). Within thirty (30) days after payment by the
Corporation, the Escrow Agent shall give the shares which the Corporation has
purchased to the Corporation and shall give the payment received from the
Corporation to the Purchaser.
(d) Early Termination of Unvested Share Repurchase Option. The
-----------------------------------------------------
other provisions of Section 2 notwithstanding, the Corporation's Board of
Directors may terminate the Unvested Share Repurchase Option in the event of (1)
a merger in which the Corporation is not the surviving corporation; (2) a merger
or the sale or exchange by the stockholders of the Corporation of all or
substantially all of the stock of the Corporation where the stockholders before
such merger or sale or exchange do not retain, directly or indirectly, at least
a majority of the beneficial interest in the voting stock of the surviving
Corporation; (3) the sale or exchange of all or substantially all of the
Corporation's assets (other than a sale or transfer to a subsidiary of the
Corporation as defined in Section 425(f) of the Internal Revenue Code of 1986,
as amended (the "Code")); or (4) in such other event as the Corporation's Board
of Directors may determine to be appropriate.
(e) Transfers Not Subject to the Unvested Share Repurchase Option.
-------------------------------------------------------------
The Unvested Share Repurchase Option shall not apply to a transfer to the
Purchaser's ancestors, descendants or spouse or to a trustee for their benefit
or the benefit of the Purchaser, provided that such transferee shall agree in
writing (in a form satisfactory to the Corporation) to take the
2
stock subject to all the terms and conditions of this Section 2 providing for an
Unvested Share Repurchase Option.
(f) Assignment. In the event the Corporation is unable to exercise
----------
the Unvested Share Repurchase Option or the Right of First Refusal (as defined
below) pursuant to the provisions of the General Corporation Law of California,
or the corresponding provisions of other applicable law, the Corporation shall
have the right to assign the Unvested Share Repurchase Option or the Right of
First Refusal to one or more persons as may be selected by the Corporation.
3. Stock Dividends, etc. If, from time to time, there is any stock
--------------------
dividend, stock split or other change in the character or amount of any of the
outstanding stock of the Corporation, then in such event any and all new
substituted or additional securities to which Purchaser is entitled by reason of
Purchaser's ownership of the shares acquired pursuant to this Agreement shall be
considered Stock and shall be immediately subject to the Unvested Share
Repurchase Option and the Right of First Refusal and all other terms of this
Agreement with the same force and effect as the shares subject to the Unvested
Share Repurchase Option, the Right of First Refusal and all other terms of this
Agreement immediately before such event in accordance with the formula set forth
in Section 2(a) above.
4. Right of First Refusal.
----------------------
(a) Notice of Transfer. In the event that the Purchaser proposes to
------------------
sell, assign, pledge, encumber, transfer or otherwise dispose of ("Transfer")
any of his Vested Shares, he shall give the Corporation written notice of his
intention ("Transfer Notice"), describing the offered shares ("Offered Shares"),
the identity of the prospective transferee and the consideration and the
material terms and conditions upon which the proposed Transfer is to be made.
The Transfer Notice shall certify that the Purchaser has received a firm offer
from the prospective transferee and in good faith believes a binding agreement
for Transfer is obtainable on the terms set forth, and shall also include a copy
of any written proposal or letter of intent or other agreement relating to the
proposed Transfer.
(b) Right of First Refusal. With respect to any proposed Transfer,
----------------------
the Corporation shall have an option to purchase all or none of the Offered
Shares (the "Right of First Refusal"). To exercise such option, the Corporation
must notify the Purchaser in writing before the expiration of the thirty day
period following the delivery of the Transfer Notice to the Corporation. If the
Corporation elects to purchase the Offered Shares, it shall pay consideration
for the Offered Shares no less favorable in price and material terms and
conditions than are described in the Transfer Notice.
(c) Closing Procedures; Subsequent Transfers. If the Corporation
----------------------------------------
exercises the Right of First Refusal, the Corporation and the Purchaser shall
consummate the sale of the Offered Shares on the terms set forth in the Transfer
Notice by the date sixty (60) days after the delivery of the Transfer Notice to
the Corporation; provided, however, in the event the Transfer Notice provides
for the payment for the shares of Stock other than in cash, the Corporation
shall have the option of paying for the shares of Stock by the discounted cash
equivalent of the consideration described in the Transfer Notice as reasonably
determined by the Corporation. If
3
the Corporation fails to exercise in full the Right of First Refusal on a timely
basis, then the Purchaser may, not later than one hundred twenty (120) days
following delivery to the Corporation of the Transfer Notice, conclude the
Transfer subject to the Transfer Notice on the terms and conditions described in
such notice. Any proposed transfer on terms and conditions different from those
described in the Transfer Notice, as well as any subsequent proposed transfer by
the Purchaser, shall again be subject to the Corporation's Right of First
Refusal and shall require the Purchaser to deliver a new Transfer Notice to the
Corporation and to comply with the procedures described in this Section 4 with
respect to such different or new Transfer.
(d) Condition to Transfer. All transferees of shares of Stock or
---------------------
any interest therein other than the Corporation shall be required as a condition
of such transfer to agree in writing (in a form satisfactory to the Corporation)
that they will receive and hold such shares of Stock or interests subject to the
provisions of this Agreement, including the Right of First Refusal and the
restrictions set forth in Section 5 of this Agreement.
(e) Termination of Right. The Right of First Refusal shall
--------------------
terminate at such time as a public market exists for the Corporation's Common
Stock (or any other stock issued by the corporation, or any successor, in
exchange for the Stock). For the purpose of this Agreement, a "public market"
shall be deemed to exist if (i) such stock is listed on a national securities
exchange (as that term is used in the Securities Exchange Act of 1934) or (ii)
such stock is traded on the over-the-counter market and prices therefore are
published daily on business days in a recognized financial journal.
(f) Limitation on Right. The Right of First Refusal shall not apply
-------------------
to any transfer to the Purchaser's ancestors or descendants or spouse or to a
trustee for their benefit provided that in any case any such transferee shall
agree in writing (in a form satisfactory to the Corporation) to take the Stock
subject to all the terms of this Agreement, including the Right of First
Refusal.
5. No Transfers of Unvested Shares. The Purchaser may not sell, transfer,
-------------------------------
pledge or otherwise dispose of any Unvested Shares of the Stock still subject to
the Unvested Share Repurchase Option except as provided in Section 2(e) and
4(f).
6. Consent of Spouse. If the Purchaser is married on the date of this
-----------------
Agreement, the 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 the
Purchaser should marry or remarry subsequent to the date of this Agreement, the
Purchaser shall within thirty (30) days thereafter obtain his or her 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.
---------
7. Legends. 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
REPURCHASE OPTION, A RIGHT OF FIRST REFUSAL IN FAVOR OF
4
THE CORPORATION OR ITS ASSIGNEE, AND OTHER RESTRICTIONS ON TRANSFER SET FORTH IN
AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR HIS OR HER
PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF
THIS CORPORATION."
(b) "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."
(c) Any legend required to be placed thereon by the California
Commissioner of Corporations.
8. Warranties and Representations. In connection with the proposed
------------------------------
purchase of the Stock, the Purchaser hereby agrees, represents and warrants as
follows:
(a) The 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"). The Purchaser further represents that he or she 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 he or she 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) The 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. The Purchaser further represents and warrants that he or she has
discussed the Corporation and its plans, operations and financial condition with
its officers, has received all such information as he or she deems necessary and
appropriate to enable him or her 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.
(c) The Purchaser realizes that his or her purchase of the Stock
will be a highly speculative investment, and he or she is able, without
impairing his financial condition, to hold the Stock for an indefinite period of
time and to suffer a complete loss on his or her investment.
(d) The Corporation has disclosed to the 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
5
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) The Purchaser is aware of the provisions of Rule 144,
promulgated under the Act, which, in substance, permits 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 one year from the date the 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 him or her only in limited amounts during any three-month
period not exceeding specified limitations. The Purchaser further represents
that he or she understands that at the time he or she 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, he
or she would be precluded from selling the Stock under Rule 144 even if the one-
year minimum holding period had been satisfied. The Purchaser represents that he
or she 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 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 the Purchaser's representations and
warranties set forth above, the Purchaser further agrees that he or she shall in
no event make any disposition of all or any portion of the Stock which he or she
is purchasing unless and until:
(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) The 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 his or her own counsel to the effect that such
disposition will not require registration of such shares under the Act, and such
opinion of his or her counsel shall have been concurred in by counsel for the
Corporation and the Corporation shall have advised the Purchaser of such
concurrence.
9. Escrow. As security for his or her faithful performance of the terms
------
of this Agreement and to insure the availability for delivery of the Stock upon
exercise of the Unvested Share Repurchase Option and the Right of First Refusal
herein provided for, the Purchaser agrees
6
to deliver to and deposit with Xxxx Xxxx Xxxx & Freidenrich, LLP, 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; such documents are to be held by the Escrow Agent pursuant
to the Joint Escrow Instructions of the Corporation and the 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.
10. Transfers in Violation of Agreement. The Corporation shall not be
-----------------------------------
required (i) to transfer on its books any shares of Stock of the Corporation
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.
11. Rights as Shareholder. Subject to the provisions of this Agreement,
---------------------
the 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 escrow.
12. Further Instruments. 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.
13. Notice. 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 the address
hereinafter shown below 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.
14. Successors and Assigns. 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 the Purchaser, his or her heirs,
executors, administrators, successors and assigns.
15. Entire Agreement; Amendments. This Agreement, together with the
----------------------------
Exhibits hereto, shall be construed under the laws of the State of California
(as it applies to agreements between California residents, entered into and to
be performed entirely within 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.
16. Right to Specific Performance. The 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.
17. Separability. 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
7
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.
18. Tax Election Notification. The 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, to be filed with the Internal Revenue
Service within thirty (30) days of 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
"PURCHASER" "CORPORATION"
INNOVATIVE GLOBAL SOLUTION, INC.
By:
----------------------------- ----------------------------
Xxxxxxx X. Son Xxxxxxx X. Xxxxxx, Secretary
Address: Address: 0000 Xxxxxxxxx Xxxxxx,
Xxxxx 000
Xx Xxxxx, XX 00000
SIGNATURE PAGE FOR FOUNDER STOCK PURCHASE AGREEMENT
8
EXHIBIT A
---------
CONSENT OF SPOUSE
-----------------
I, Jee Xxx Xxx, spouse of Xxxxxxx X. Son, acknowledge that I have read the
Founder Stock Agreement dated as of April 28, 1998, to which this Consent is
attached as Exhibit A (the "Agreement") and that I know its contents. I am
---------
aware that by its provisions INNOVATIVE GLOBAL SOLUTION, INC. (the
"Corporation") has the option to purchase certain shares of Stock of the
Corporation which my spouse owns pursuant to the Agreement including any
interest I might have therein, upon termination of my spouse's employment under
circumstances set forth in the Agreement, and certain other restrictions are
imposed upon the sale or other disposition of the Stock during my spouse's
lifetime.
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 28th day of April, 1998.
Jee Xxx Xxx
9
EXHIBIT B
---------
ASSIGNMENT SEPARATE FROM CERTIFICATE
------------------------------------
FOR VALUE RECEIVED, Xxxxxxx X. Son hereby sells, assigns and transfers unto
_____________________________, ________ (_____) shares of the Common Stock of
INNOVATIVE GLOBAL SOLUTION, INC., a California corporation, standing in the
undersigned's name on the books of said corporation represented by Certificate
No. ____________ herewith, and do hereby irrevocably constitute and appoint
_____________________ my attorney to transfer the said stock on the books of the
said corporation with full power of substitution in the premises.
Dated: , 19 By:
------------------ --- -------------------------------
10
EXHIBIT C
---------
JOINT ESCROW INSTRUCTIONS
-------------------------
April 28, 1998
Xxxx Xxxx Xxxx & Freidenrich, LLP
0000 Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxx, Xxxxxxxxxx 00000-0000
Gentlemen:
As Escrow Agent for both INNOVATIVE GLOBAL SOLUTION, INC., a California
corporation ("Corporation"), and the undersigned purchaser of Common 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 Restriction 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 Unvested Share Repurchase Option or the Right of First
Refusal 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 such notice.
2. At the closing of a transaction pursuant to Paragraph 1, 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) for the number of shares of Stock being
purchased pursuant to the exercise of the Unvested Share Repurchase Option or
the Right of First Refusal, as the case may be.
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.
Purchaser does hereby irrevocably constitute and appoint you as his or her
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. Subject to the provisions of this paragraph 4,
Purchaser shall exercise all rights and privileges of a shareholder of the
Corporation while the Stock is held by you.
11
4. This escrow shall terminate at such time as there are no longer any
shares of stock subject to the Unvested Share Repurchase Option or the Right of
First Refusal.
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 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, 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.
12
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 any one 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 State Post, 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.
CORPORATION: INNOVATIVE GLOBAL SOLUTION, INC.
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xx Xxxxx, XX 00000
PURCHASER: Xxxxxxx X. Son
00000 Xxxxxxx Xxx
Xxx Xxxxx, Xx 00000
ESCROW AGENT: Xxxx Xxxx Xxxx & Freidenrich, LLP
0000 Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000-0000
Attn: Xxxxxxxxx Xxxxx
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.
13
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,
INNOVATIVE GLOBAL SOLUTION, INC.
a California corporation
By:
------------------------------------
Xxxxxxx X. Xxxxxx, Secretary
PURCHASER:
Xxxxxxx X. Son
Agreed to and accepted as of the date set forth
above:
ESCROW AGENT:
XXXX XXXX XXXX & FREIDENRICH LLP
By:
------------------------------------
Xxxxx Xxxxxxx
14
