EXHIBIT 4.1
STOCKHOLDERS' AGREEMENT
THIS STOCKHOLDERS' AGREEMENT (this "Agreement") is made as of this 10th day
of October 1995, by and among MILCOM INTERNATIONAL, INC., a Delaware corporation
(the "Company"), the persons named as Investors in Exhibit A hereto (the
"Investors"), the persons named as Other Stockholders in Exhibit B hereto (the
"Stockholders").
R E C I T A L S
A. Pursuant to that certain Stock Purchase Agreement, dated as of October
10, 1995, between the Company, the Investors and the Stockholders named therein
(the "Purchase Agreement"), the Investors are, on the date hereof, acquiring
3,375,900 shares of the Company's Series A Preferred Stock, $.0001 par value per
share (the "Series A Preferred Stock") and the Stockholders are causing the
Company to redeem 3,375,900 shares of the Common Stock held by them of the
issued and outstanding Common Stock of the Company, $.0001 par value per share
(the "Common Stock").
B. The Common Stock and the Common Stock which may be acquired by
conversion of the Series A Preferred Stock is referred to collectively in this
Agreement as the "Voting Stock."
C. It is a condition to the obligations of the Investors under the
Purchase Agreement that this Agreement be executed by the parties hereto, and
the parties are willing to execute this Agreement and to be bound by the
provisions hereof.
D. Capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned to them in the Purchase Agreement.
AGREEMENT
In consideration of the foregoing and the agreements set forth below, the
parties agree with each other, as follows:
1. Designated Representatives of the Investors. The Investors will
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designate, in writing, representatives who shall be authorized to act on their
behalf with respect to all matters related to this Agreement (the "Designated
Representatives"). The Company shall be entitled to rely, without further
investigation, on the actions of the Designated Representatives. Summit
Ventures IV, L.P. shall designate a representative for the three Summit
partnerships and Crosspoint Venture Partners 1993 shall designate a
representative for the two Crosspoint partnerships. The Designated
Representatives will nominate the Investors' nominees for election to the Board
of Directors as described in Section 2 below. The right to participate in the
selection of nominees for election to the Board of Directors may be assigned by
any Investor to a transferee of any of the Voting Stock purchased by such
Investor except to an entity, or a person controlled by, under common control
with or controlling such entity, which is or may become a direct competitor of
the Company.
2. Board of Directors. Upon request of the Designated Representative or
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any Stockholder, the Board of Directors shall promptly, but in no event more
than 30 days from the date of the request, either: call a meeting of the
stockholders or solicit consents of stockholders for the election of directors.
The Stockholders and the Investors agree to take all action necessary
(including, without limitation, voting such number of shares of the Voting Stock
and any other shares of equity securities of the Company now owned or hereafter
acquired or controlled by them, calling special meetings of stockholders and
executing and delivering written consents) and to use their respective best
efforts as stockholders or directors of the Company to set the number of
directors of the Company at seven (7), and to elect a Board of Directors which
will consist of: (i) three directors designated by Xxxxxxx Xxxxxxx and approved
by the then existing Board of Directors, which designees shall not be affiliated
with the Investors, the Company or the Stockholders, (ii) the new chief
executive officer of the Company (who shall be acceptable to the Designated
Representatives, Xxxxxxx Xxxxxxx and Ki Nam) (iii) one director designated by
the Designated Representative of Summit Ventures IV, L.P., which initial
designee is Xxxxxxx X. Xxxx, (iv) one director designated by the Designated
Representative of Crosspoint Venture Partners 1993, which initial designee is
Xxxx Xxxxxxx and (v) Xxxxxxx Xxxxxxx. Each director (including any replacement
director) shall continue to serve as a director unless he resigns or is replaced
pursuant to the terms of this Section 2. The party designating any member of
the Board of Directors shall have the right to remove such designee and
designate a replacement as pursuant to the terms of this Section 2. In the
event of any vacancy on the Board of Directors, each Stockholder and each
Investor covenants and agrees that it shall vote all of its Voting Stock in
accordance with the procedure described above in order to fill such vacancy.
The rights and obligations of all parties under this Section 2 shall
terminate on the first to occur of (i) the day immediately prior to the closing
of a Qualified Public Offering (as that term is defined in the Stock Purchase
Agreement), (ii) seven (7) years after the date hereof, or (iii) at any time at
which Investors hold fewer than 400,000 shares of Series A Preferred Stock.
3. Restrictions on Transfer of Shares.
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3.1. Rights of First Refusal.
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(a) Any Stockholder (the "Selling Stockholder") who proposes to
sell, assign or otherwise transfer to a third party (the "Proposed Transferee")
pursuant to a bona fide offer any or all shares of Voting Stock, except as
provided in Section 3.3 below and except pursuant to any public offering, held
by him or her (the shares the Selling Stockholder proposes to sell, assign or
otherwise transfer being referred to herein as the "Offered Shares") shall
notify the Company and the Stockholders in writing, not less than forty (40)
days prior to the date upon which such sale, assignment or transfer is to take
place, of the name of the Proposed Transferee; the number of shares involved;
the purchase price or other consideration to be received by the Selling
Stockholder for such sale, assignment or transfer; and the terms and conditions
upon which such sale, assignment or transfer is to take place, including the
terms of any deferred payment for the Offered Shares (the "Stockholder Notice").
The Stockholder Notice shall further state that the Company, then the
Stockholders and finally the Investors may acquire all or any part of the
Offered Shares for the price and upon the terms, including deferred payment, set
forth therein in accordance with the provisions of this Agreement.
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The Company shall have twenty (20) days after receipt of the
Stockholder Notice in which to accept, in writing, the offer set forth therein
to purchase all or part of the Offered Shares. The Company's notice of its
acceptance or rejection of such offer (the "Company Notice") shall be delivered
to the Investors and the Stockholders at the same time it is delivered to the
Selling Stockholder. Notwithstanding anything contained in this Agreement, the
Purchase Agreement, or any exhibit thereto, if the Company shall accept such
offer, it shall have the right to purchase all the Offered Shares to which such
acceptance applies.
Any Offered Shares as to which the Company shall not have so
notified the Selling Stockholder, the Stockholders and the Investors of its
intention to purchase within such twenty-day period may be purchased by the
Stockholders as follows: each Stockholder shall have the right to purchase that
number of such Offered Shares as is determined by multiplying the total number
of such Offered Shares by a fraction, the numerator of which is the number of
Voting Shares owned or deemed to be owned by such Stockholder, and the
denominator of which is the number of Voting Shares owned or deemed to be owned
by all the Stockholders as a group. The Stockholders shall have ten (10) days
after receipt of the Company Notice in which to accept, in writing, the offer
set forth therein to purchase all or part of the Offered Shares. The
Stockholders' notice of their acceptance or rejection of such offer (the
"Stockholders Notice") shall be delivered to the Investors at the same time that
it is delivered to the Selling Stockholder. Notwithstanding anything contained
in this Agreement, the Purchase Agreement or any exhibit thereto, if the
Stockholders shall accept such offer, they shall have the right to purchase all
the Offered Shares to which such acceptance applies. If one or more of the
Stockholders does not so accept the offer for all such shares, the Company shall
notify each of the remaining Stockholders who shall have the right to acquire
the remaining Offered Shares, pro rata, in accordance with the number of Offered
Shares they agreed to purchase, or as they may otherwise determine among
themselves, such acceptance by the remaining Stockholders to be received by the
Selling Stockholder not less than fifteen (15) days prior to the proposed date
of sale, assignment or transfer to the Proposed Transferee as specified in the
Stockholder Notice.
Any Offered Shares as to which the Stockholders shall not
have so notified the Selling Stockholder and the Investors of their intention to
purchase within such ten-day period after receipt of the Company Notice may be
purchased by the Investors as follows: each Investor shall have the right to
purchase that number of such Offered Shares as is determined by multiplying the
total number of such Offered Shares by a fraction, the numerator of which is the
number of Voting Shares owned or deemed to be owned by such Investor, and the
denominator of which is the number of Voting Shares owned or deemed to be owned
by all the Investors as a group. Each Investor shall have ten days after receipt
of the Stockholders Notice in which to accept, in writing, the offer set forth
therein to purchase all or part of the Offered Shares. The Investors' notice of
their acceptance or rejection of such offer shall be delivered to the Selling
Stockholder and the Company. Notwithstanding anything contained in this
Agreement, the Stock Purchase Agreement, or any exhibit thereto, if the
Investors shall accept such offer, they shall have the right to purchase all the
Offered Shares to which such acceptance applies. If one or more of the Investors
does not so accept the offer for all such shares, the Company shall notify each
of the remaining Investors who shall have the right to acquire the remaining
Offered Shares, pro rata, in accordance with the number of Offered Shares they
agreed to purchase, or as they may otherwise determine among themselves, such
acceptance by the remaining Investors to be received by the Selling Stockholder
not less than two (2) days prior to the proposed date of sale, assignment or
transfer to the Proposed Transferee as specified in the Stockholder Notice.
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(b) Failure of the Company or any Investor or Stockholder to
exercise any option or to accept or reject an offer made to it under Section
3.1(a) in writing and within the time periods specified therein, shall be
conclusively deemed a rejection thereof. Payment for and transfer of the Offered
Shares to be purchased in accordance with Section 3.1(a) shall occur in the
manner specified in the Stockholder Notice on the date upon which the proposed
sale, transfer or assignment to the Proposed Transferee was to take place.
(c) In the event the consideration (other than cash or cash
equivalents), terms or conditions offered by the Proposed Transferee are such
that the Company, the Investors or Stockholders may not reasonably be required
to furnish the same consideration, terms or conditions, then the Company, the
Investors or Stockholders, may purchase the Offered Shares for a cash amount
determined by the Company's Board of Directors to be reasonably equivalent in
value to the consideration offered by the Proposed Transferee based on the
proposed terms and conditions.
(d) Subject to Section 3.2, if an offer to the Investors and
Stockholders is not accepted as provided in Section 3.1(a) as to all or part of
the Offered Shares or paid for as provided in Section 3.1(b), the Selling
Stockholder may thereafter, for a period of sixty (60) days from the date the
offer was finally rejected or deemed rejected, which shall be the fortieth day
following receipt by the Company of the Stockholder's Notice, sell, assign, or
otherwise transfer the Offered Shares not purchased by the Company, the
Investors and the Stockholders, to the Proposed Transferee upon the same terms
and conditions as set forth in the Stockholder Notice subject to any other
restrictions to such transfer which may still exist. Any Offered Shares may only
be sold, assigned or otherwise transferred to the Proposed Transferee if the
Proposed Transferee agrees to be bound by this Agreement.
(e) The failure of any Investor, Stockholder or Company to
exercise any option pursuant to this Section 3.1 shall not constitute a waiver
of any of the provisions of this Agreement with respect to any proposed
subsequent transfer of Voting Stock.
3.2. Tag-Along Rights. In addition to the rights granted to the
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Investors in Section 3.1, except as set forth in Section 3.3 below, Investors
and the Stockholders will have the following additional rights as to certain
Offered Shares not sold to the Company, the Stockholders or the Investors
pursuant to Section 3.1 (the "Remaining Shares"): Each Investor and Stockholder
other then the Selling Stockholder will have the right to sell, on the terms and
to the Transferee described in the Stockholder Notice, a number of Offered
Shares multiplied by a fraction, the numerator of which will be the number of
shares of Voting Stock owned or deemed to be owned by such Investor or
Stockholder, and the denominator of which will be the sum of the number of
shares of Voting Stock owned or deemed to be owned by the Investors and all
Stockholders.
3.3. Permitted Transfers. Notwithstanding any other provision of this
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Section 3, a Stockholder may transfer shares of Voting Stock by gift or sale, or
upon death or permanent incapacity to his guardian, conservator, executor,
administrator, trustees or beneficiaries of his will, spouse, children,
stepchildren, grandchildren, parents, siblings or legal dependents, to a trust
of which the beneficiary or beneficiaries of the corpus and the income shall be
such a person or persons or the Stockholders, to a partnership of which the
partners shall be such a person or persons or the Stockholder or to another
Stockholder, without first offering such shares of Voting Stock to the Company,
the Stockholders or Investors pursuant to Section 3.1, or offering the Investors
and the Stockholders the right to participate in such transfer pursuant to
Section 3.2, provided that (i) such
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transferee agrees to become a party to this Agreement pursuant to Section 5.5,
and (ii) such transfer is exempt from registration under the Securities Act of
1933. In addition, the Stockholders may transfer the "Repurchase Shares" to the
Company pursuant to Section 4 hereof without first offering such shares to the
Company, Investors or any Stockholders pursuant to Section 3.1, or offering the
Investors or the Stockholders the right to participate in such transfer pursuant
to Section 3.2.
3.4. Invalid Transfers. Any sale, assignment or other transfer of
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Voting Stock by a Stockholder contrary to the provisions of this Section 3 shall
be null and void, and the transferee shall not be recognized by the Company as
the holder or owner of the shares of Voting Stock sold, assigned or transferred
for any purposes (including, without limitation, voting or dividend rights),
unless and until the Selling Stockholder has satisfied the requirements of this
Section 3 with respect to such sale, assignment or other transfer. The Selling
Stockholder shall provide the Company with written evidence that the
requirements of this Section 3 have been met (other than for transfers allowed
by Section 3.3 by delivery of a copy of the Stockholder Notice showing the date
it was delivered to the Company and showing that the transfer occurred more than
forty days and less than one hundred and ten days after such date) or waived by
the Company and all of the Investors prior to consummating any sale, assignment
or other transfer of shares of Voting Stock, and no shares of Voting Stock shall
be transferred on the books of the Company until such written evidence has been
received by the Company.
3.5. Termination of Rights. The provisions of this Section 3 shall
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terminate on the day immediately prior to the closing of a Qualified Public
Offering.
4. Transfers Upon Exercise of Certain Options.
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Substantially concurrently herewith, the Company has established its
1995 Stock Option Plan (the "Plan") covering 1,292,410 shares of Common Stock.
The Company, the Investors and the Stockholders have agreed that the first
700,000 options exercised pursuant to the Plan (whether or not such options
represent the first 700,000 options granted under such plan) (the "Dilutive
Options") shall be equally dilutive to all such parties, and that the exercise
of any other options under the Plan (the "Non-Dilutive Options") shall only
dilute the holdings of the Stockholders.
Therefore, the parties acknowledge and agree that upon exercise of any
Non-Dilutive Option, the Stockholders shall sell to the Company, and the Company
shall purchase from the Stockholders, a number of shares of Common Stock equal
to the number of shares of Common Stock issued upon the exercise of such Non-
Dilutive Option (the "Repurchase Shares"). Each Stockholder shall sell to the
Company his or her pro rata share (based upon such Stockholder's percentage
ownership of Common Stock held by all Stockholders on the date hereof) of the
Repurchase Shares. The aggregate purchase price for the Repurchase Shares shall
be equal to the exercise price paid upon exercise of the Non-Dilutive Options
and shall be paid out to the Stockholders in proportion to the percentage of
Repurchase Shares sold by each Stockholder.
The aggregate 592,410 shares of Common Stock of the Stockholders which
initially are subject to becoming Repurchase Shares shall be represented by
separate stock certificates (each a "Repurchase Certificate" and together the
"Repurchase Certificates"). The Repurchase Certificates shall be held by the
Secretary of the Company (the "Corporate Secretary") until such time as all of
the Non-Dilutive Options have been exercised or lapsed (the "Termination Date").
Each Stockholder
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shall, substantially concurrently with the execution of this Agreement, execute
in favor of the Corporate Secretary a power of attorney pursuant to which the
Corporate Secretary shall have the power, upon exercise of a Non-Dilutive
Option, to execute on behalf of such Stockholder a stock power transferring the
appropriate number of shares of such Stockholder's Common Stock to the Company.
Each such power of attorney shall state that it is irrevocable until the
Termination Date, coupled with an interest and not to be affected by the
disability or incapacity of the Stockholder. If and when Non-Dilutive Options
are exercised, new Repurchase Certificates representing the shares of Common
Stock still subject to becoming Repurchase Shares shall be issued in the
respective names of the Stockholders and delivered to the Corporate Secretary to
be held pursuant to the terms of this Section 4. If and when Non-Dilutive
Options lapse or upon the cancellation of the portion of the Plan pertaining to
the Non-Dilutive Options (which cancellation may be effected in the sole
discretion of Xx Xxxxxxx), (i) new Repurchase Certificates representing the
shares of Common Stock still subject to becoming Repurchase Shares shall be
issued in the respective names of the Stockholders and delivered to the
Corporate Secretary to be held pursuant to the terms of this Section 4 and (ii)
new stock certificates representing the shares of Common Stock no longer subject
to becoming Repurchase Shares shall be issued in the respective names of the
Stockholders and delivered to the Stockholders to be held pursuant to the other
terms of this Agreement. In recognition of the fact that issuance of stock
certificates on each lapse of Dilutive or Non-Dilutive Options may become
cumbersome, the Company may wait a reasonable period of time before issuing the
Repurchase Certificates and new stock certificates referenced in the immediately
preceding sentence.
5. Miscellaneous.
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5.1. Legend. Each certificate representing Voting Stock owned by the
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Stockholder shall state therein:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
PROVISIONS OF A STOCKHOLDERS' AGREEMENT, DATED AS OF OCTOBER 10,
1995, BY AND AMONG THE COMPANY, THE STOCKHOLDERS AND INVESTORS NAMED
THEREIN, A COPY OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE
HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.
5.2. Notices. All notices or other communications required or
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permitted to be delivered hereunder shall be in writing signed by the party
giving the notice to the Company at 00000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx
00000-0000, Attention: President, with a copy to Xxxxxxx X. Xxxx, Summit
Partners, 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx, Xxxxxxxxxx 00000, and to
the other parties hereto at their respective addresses set forth in Exhibits A,
B and C to this Agreement. The Company, a Stockholder or an Investor may at any
time change the address to which notice to him shall be mailed by giving notice
of such change to the Company and to the other parties, and such notice shall be
deemed given when received by the other parties hereto.
5.3. Entire Agreement. This Agreement constitutes the entire
----------------
agreement of the parties with respect to the matters contemplated herein. This
Agreement supersedes any and all prior understandings as to the subject matter
of this Agreement. Without limitation of the foregoing, that certain Agreement
dated June 5, 1986 between the Company and certain of the Stockholders is hereby
mutually terminated and of no further force or effect.
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5.4. Amendments, Waivers and Consents. Any provision in this
--------------------------------
Agreement to the contrary notwithstanding, changes in or additions to this
Agreement may be made, and compliance with any covenant or provision herein set
forth may be omitted or waived, if the Company shall obtain consent thereto in
writing from persons holding or having the right to acquire more than 75% of (i)
the Series A Preferred Stock, (ii) the Voting Stock, and (iii) shares of Voting
Stock held by the Stockholders or their permitted transferees pursuant to
Section 3 hereof, and shall, in each such case, deliver copies of such consent
in writing to any holders who did not execute the same.
5.5. Binding Effect; Assignment. This Agreement shall be binding upon
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and inure to the benefit of the personal representatives and successors of the
respective parties hereto, except that the Company shall not have the right to
assign its rights hereunder or any interest herein without obtaining the prior
written consent of the Investors in accordance with Section 4.4 hereof, and the
rights and interests of the Investors shall be assignable to transferees of the
Voting Stock.
5.6. General. The headings contained in this Agreement are for
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reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. In this Agreement the singular includes the
plural, the plural the singular, the masculine gender includes the neuter,
masculine and feminine genders. This Agreement shall be governed by and
construed under the laws of the State of California.
5.7. Severability. If any provision of this Agreement shall be found
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by any court of competent jurisdiction to be invalid or unenforceable, the
parties hereby waive such provision to the extent that it is found to be invalid
or unenforceable. Such provision shall, to the maximum extent allowable by law,
be modified by such court so that it becomes enforceable, and, as modified,
shall be enforced as any other provision hereof, all the other provisions
hereof continuing in full force and effect.
5.8. Counterparts. This Agreement may be executed in counterparts,
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all of which together shall constitute one and the same instrument.
5.9. Attorneys' Fees. In the event of any controversy, claim or
---------------
dispute among the parties hereto arising out of or relating to this Agreement,
or breach hereof, the prevailing party shall be entitled to recover from the
losing party reasonable attorneys' fees, expenses and costs.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
COMPANY
MILCOM INTERNATIONAL, INC., a Delaware
Corporation
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxx, President
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STOCKHOLDERS
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Ki Nam
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Ki Nam
/s/ Xxxxxxxx Xxxxxxxx
---------------------------------------
Xxxxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxx
---------------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxx
---------------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxx X. Doi
---------------------------------------
Xxxx X. Doi
/s/ Xxxxxx Xxxx
---------------------------------------
Xxxxxx Xxxx
/s/ Xxxxxx Xx
---------------------------------------
Xxxxxx Xx
INVESTORS
SUMMIT VENTURES IV, L.P.
By: Summit Partners IV, L.P., its General
Partner
By: Stamps, Xxxxxxx & Co. IV, its General
Partner
By: /s/ Xxxx X. Xxxx
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General Partner
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SUMMIT VENTURES III, L.P.
By: Summit Partners III, L.P., its General
Partner
By: Stamps, Xxxxxxx & Co. III, its General
Partner
By: /s/ Xxxx X. Xxxx
------------------------------------
General Partner
SUMMIT INVESTORS II, L.P.
By: /s/ Xxxx X. Xxxx
------------------------------------
General Partner
CROSSPOINT VENTURE PARTNERS 1993
By: /s/ Xxxx Xxxxxxx
------------------------------------
CROSSPOINT VENTURE PARTNERS
ENTREPRENEURS 1993
By: /s/ Xxxx Xxxxxxx
------------------------------------
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EXHIBIT A
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LIST OF INVESTORS
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Summit Ventures IV, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, Xxxxxxxxxx 00000
Summit Ventures III, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, Xxxxxxxxxx 00000
Summit Investors II, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, Xxxxxxxxxx 00000
Crosspoint Venture Partners 0000
Xxx Xxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Crosspoint Venture Partners Entrepreneurs 0000
Xxx Xxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
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EXHIBIT B
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LIST OF STOCKHOLDERS
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Xxxxxxx X. Xxxxxxx
00000 Xxxxxxx Xxxxx
Xxx Xxxx Xxxxxxxxxx, XX 00000
Ki Nam
00000 Xxxxxxxx
Xxxxxxx, 00000
Xxxxxxxx Xxxxxxxx
00000 Xxxxxxxxxxxx Xxxxx
Xxxxxxxxxx Xxxxx, XX 00000
Xxxxxx Xxxxxxx
X.X. Xxx 0000
Xxxxxxx Xxxxx, XX 00000
Xxxxxxx Xxxxxxx
000X Xxxx Xxxxxx
Xxxx Xxxxxxxxx, XX 00000
Xxxx X. Doi
00000 Xxxxxx Xxxx Xxxxx
Xxxxxx, XX 00000
Xxxxxx Xxxx
00 Xxxxxxxxxx
Xxxxxx, XX 00000
Xxxxxx Xx
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
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SPOUSAL CONSENT
I _______________, the spouse of _______________, one of the
Stockholders named in the foregoing Stockholders' Agreement dated October ___,
1995 (the "Agreement") acknowledge that I have reviewed and understand the
Agreement and the other transaction documents referred to therein expressly
including the Stock Purchase Agreement and the Redemption Agreement each of even
date therewith (the "Transaction Documents") and I hereby agree to be bound by
each and every term and condition of the Agreement and the Transaction Documents
to which my spouse is a party. I agree to sell any shares of Common Stock that
I may have in the Company or any interest therein including, but not limited to,
my community property interest in any of the shares of Common Stock on the terms
and conditions stated in the Agreement and any of the other Transaction
Documents. By my signature below, I hereby acknowledge that I have been advised
to, and have had the opportunity to, seek independent legal counsel with respect
to these matters.
I ACKNOWLEDGE THAT I HAVE BEEN ADVISED TO HAVE THE AGREEMENT REVIEWED
BY INDEPENDENT LEGAL COUNSEL AND TO CONSULT WITH SUCH COUNSEL REGARDING THE
PROVISIONS AND RESTRICTIONS OF THE AGREEMENT AND THE TRANSACTION DOCUMENTS AND
THEIR IMPACT ON ME. I ACKNOWLEDGE THAT I HAVE HAD FULL AND ADEQUATE OPPORTUNITY
TO HAVE THE AGREEMENT REVIEWED BY INDEPENDENT LEGAL COUNSEL AND TO DISCUSS THIS
AGREEMENT WITH SUCH COUNSEL.
Dated this _____ day of October, 1995.
________________________________
Signature
________________________________
Print Name
[Spousal Consent to Stockholders' Agreement]
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