set forth in Exhibit A attached hereto and incorporated herein by this reference, and the Company hereby expressly agrees to the Companys obligations set forth in said Exhibit A.
7. Delivery of Certificate. To ensure the availability for delivery of Purchasers Stock upon exercise of the Purchase Option herein provided for, Purchaser hereby delivers to and deposits with the Secretary of the Company the Stock Assignment attached hereto as Exhibit B, duly endorsed (with the assignee, date, number of shares and certificate number(s) left blank), together with the certificate or certificates evidencing the Stock; provided, however, such Stock Assignment may be utilized by the Company only in accordance with Section 3(c) of this Agreement and only if at the closing anticipated by said Section 3(c) Purchaser does not execute an assignment of the Stock to the Company. Upon written request of Purchaser after each successive period from the Effective Date set forth in Section 3 of this Agreement, unless the Purchase Option has been exercised, the Company will deliver to Purchaser, within 15 days after such request, a certificate or certificates representing so many shares of the Stock as are not then subject to the Purchase Option. Within 15 days from receipt of the Companys notice of intent to purchase following a Termination and upon closing of the repurchase transaction as provided in Section 3 of this Agreement, the Company will deliver to Purchaser a certificate or certificates representing the aggregate number of shares of Stock sold and issued pursuant to this Agreement and not purchased by the Company or its assignees pursuant to exercise of the Purchase Option. If the Company fails to timely deliver to Purchaser its notice of intent to purchase following a Termination, then the Company will deliver to Purchaser the aforementioned certificate or certificates within 120 days from the date of Termination.
(a) Subject to the provisions hereof, Purchaser shall, during the term of this Agreement, be entitled to exercise all rights and privileges of a shareholder of the Company with respect to the Stock.
(b) The parties hereto 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.
(c) 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 Mail, by registered or certified mail with postage and fees prepaid, addressed to Purchaser at his address shown on the Companys records and to the Company at the address of its principal corporate offices (Attention: Chief Executive Officer) or at such other address as such party may designate by 10 days advance written notice to the other party hereto. Purchaser hereby represents that the address set forth below under his signature is his current residential address.
(d) The Company may assign its rights and delegate its duties under sections 3 and 5 hereof. This Agreement shall inure to the benefit of the successors and assigns of the Company and Purchaser and be binding upon the Company and its successors and assigns and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser, his heirs, executors, administrators, successors and assigns.