4. Drag-along Rights.
(a) Purchaser agrees to consent to any sale, transfer, reorganization, exchange, merger, combination or other form of transaction approved by the Board of Directors of the Company and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale, transfer, reorganization, exchange, merger, combination or other form of transaction. Purchaser further agrees to timely take such other actions as the Board of Directors of the Company may reasonably request in connection with the approval of the consummation of such sale, transfer, reorganization, exchange, merger, combination or other form of transaction, including, without limitation, voting as a stockholder to approve any such sale, transfer, reorganization, exchange, merger, combination or other form of transaction. At the request of the Board of Directors of the Company, Purchaser shall sell all of the Shares on the same terms and conditions as apply to the sale of the other shares of the Company.
(b) The obligations of Purchaser pursuant to this Section 4 shall be binding on any transferee of any of the Shares and Purchaser shall obtain and deliver to the Company a written commitment to be bound by such provisions from such transferee prior to any transfer.
5. Escrow of Unvested Shares. For purposes of facilitating the enforcement of the provisions of Section 3 above, Purchaser agrees, immediately upon receipt of a copy of the certificate(s) for the Unvested Shares, to deliver an Assignment Separate from Certificate in the form attached to this Agreement as Exhibit A executed by Purchaser and by Purchasers spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretarys designee. Purchaser hereby acknowledges and agrees that the Company shall hold the original certificate(s) for the Shares subject to the vesting schedule in Section 3(a)(i) and such Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretarys designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretarys designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement.
6. Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following:
(a) Purchaser is aware of the Companys business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the securities. Purchaser is purchasing these securities for investment for his own account only and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act, and Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation to such person or any third person, with respect to any of the securities acquired hereby.