EXHIBIT 10.10
ATRIEVA CORPORATION
STOCK SUBSCRIPTION AND REPURCHASE AGREEMENT
This Stock Subscription and Repurchase Agreement (this "Agreement") is
entered into as of September 30, 1999 by and between Atrieva Corporation, a
Delaware corporation (the "Company"), and Chris Logan (the "Shareholder").
RECITALS
A. In connection with the execution and delivery of this Agreement, the
Company is issuing to the Shareholder as of the date hereof 714,286 shares of
common stock of the Company (the "Shares").
B. In order to induce the Company to issue the Shares, the Shareholder and
the Company desire that the issuance of the Shares be subject to the terms and
conditions set forth in this Agreement and that all of the Shares be subject to
a repurchase option in favor of the Company as set forth in this Agreement.
AGREEMENTS
In consideration of the foregoing and the other provisions set forth
herein, the parties hereby agree as follows:
1. Share Subscription and Shareholder Representations
The Shareholder hereby subscribes for and agrees to purchase the Shares at
a purchase price of $0.14 per share, or an aggregate of $100,000.04. Concurrent
with the delivery of this Agreement, the Shareholder agrees to deliver a
promissory note substantially in the form attached hereto as Exhibit A as
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payment of the purchase price and a Pledge Agreement to Promissory Note
substantially in the form attached hereto as Exhibit B.
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For purposes of complying with applicable securities laws in connection
with such purchase, the Shareholder represents and warrants to the Company as
follows:
(a) I am a resident of the State of California.
(b) I am familiar with the Company's business, financial condition and
prospects and have had access to and have acquired sufficient information about
the Company to reach an informed and knowledgeable decision to acquire the
Shares. I possess sufficient business and financial experience to protect my
interests in connection with the purchase of the Shares. I am aware that the
Shares have not been registered under the Securities Act of 1933 (the "1933
Act") or any state securities laws pursuant to exemption(s) from registration.
I understand that the reliance by the Company on such exemption(s) is
CONFIDENTIAL TREATMENT **Confidential treatment has been
HAS BEEN REQUESTED FOR requested with respect to the
CERTAIN PORTIONS OF THIS information contained within the
DOCUMENT "[**]" markings. Such marked portions
have been omitted from this filing and
have been filed separately with the
Securities and Exchange Commission
predicated in part upon the truth and accuracy of the representations contained
in this Section.
(c) I am purchasing the Shares for my own personal account for
investment and not with a view to the sale or distribution of any or all of the
Shares. I agree that I will in no event sell or distribute any or all of the
Shares unless (1) there is an effective registration statement under the 1933
Act and applicable state securities laws covering any such transaction or (2)
the Company receives an opinion of my legal counsel (concurred in by legal
counsel for the Company) stating that such transaction is exempt from
registration or the Company otherwise satisfies itself that such transaction is
exempt from registration.
(d) I consent to the placing of a legend on my certificate(s) for the
Shares stating that the Shares have not been registered under the 1933 Act or
any state securities law and setting forth the restriction on transfer
contemplated hereby and to the placing of a stop transfer order on the books of
the Company and with any transfer agents against the Shares until the Shares may
be legally resold or distributed.
2. Repurchase Option
The Shares shall be subject to the following repurchase option in favor of
the Company (the "Repurchase Option"):
(a) If the Shareholder's employment as an employee of the Company is
terminated (1) by the Company for any reason, (2) by the Shareholder for any
reason or (3) upon death or total disability of the Shareholder, the Company
shall have the right at any time within ninety (90) days after the date of
termination of Shareholder's employment as an employee of the Company (the
"Termination Date"), provided that the Termination Date shall have occurred
prior to the termination of the Repurchase Option, to repurchase from the
Shareholder, at a price per share of $0.14 (appropriately adjusted for any
subsequent stock split, dividend, combination, other recapitalization or similar
event) (the "Repurchase Price"), up to but not exceeding the number of Shares
that do not constitute Vested Shares (as defined below) as of the date
immediately prior to the Termination Date.
(b) The Shares shall vest and be no longer be subject to the
Repurchase Option (the "Vested Shares") as follows:
(1) 6.25% of the Shares shall vest and be no longer subject to the
Repurchase Option every three months beginning September 14, 1999 (which shall
be the first vesting date) and ending on June 14, 2003.
(2) Immediately prior to the closing of a merger, consolidation,
recapitalization or other business combination or transaction pursuant to which
the holders of the outstanding voting power of the Company immediately prior to
the transaction would hold less than 50% of the outstanding voting power of the
Company immediately after the
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transaction (except for a merger effected exclusively for the purpose of
changing the domicile of the Company) (a "Change of Control") and in which the
Company or shareholders of the Company received as consideration in connection
with such transaction cash, securities or other assets valued in excess of $75
million, 25% of the then outstanding Shares that are not at that time Vested
Shares shall become vested. Immediately prior to a Change of Control in which
the Company or the shareholders of the Company receive as consideration in
connection with such transaction cash, securities or other assets valued in
excess of $250 million, 50% of the then outstanding Shares that are not at that
time Vested Shares shall become vested. Each of the events described in in this
subparagraph shall be deemed an "Acceleration Event".
(c) The Repurchase Option, if exercised by the Company, shall be
exercised by written notice signed by an officer or director of the Company
after approval by the Board of Directors and shall be delivered to the
Shareholder on or prior to the expiration of the 90-day period referred to in
paragraph (a) above. The Company may pay for the Shares it has elected to
repurchase (1) by delivery to the Shareholder of a check in the amount of the
aggregate Repurchase Price for the number of Shares being repurchased, (2) by
cancellation by the Company of an amount of the Shareholder's indebtedness to
the Company equal to the aggregate Repurchase Price for the number of Shares
being repurchased or (3) by a combination of (1) and (2). Payment of the
Repurchase Price shall be completed as promptly as reasonably practicable after
notice of exercise of the Repurchase Option is delivered to the Shareholder.
(d) Upon receipt of any certificate(s) representing the Shares subject
to the Repurchase Option, the Shareholder shall immediately pledge and deliver
the certificate(s) to the Company as pledgeholder, to be held pursuant to the
Repurchase Option and Pledge Agreement to Promissory Note and shall execute and
deliver to the Company an assignment separate from certificate endorsed in blank
for such Shares in substantially the form set forth in Attachment 1 hereto.
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3. Transfer Restrictions
(a) Without the prior written consent of the Company, none of the
Shares may be transferred by the Shareholder under any circumstances,
voluntarily or involuntarily; provided, however, that the Shares may be
transferred without such prior written consent if and only if (1) the Repurchase
Option shall have ceased to apply to such Shares as provided in this Agreement,
(2) the Shareholder shall have complied fully with the requirements of this
Section 3 and the other provisions of this Agreement and (3) the Shares are no
longer subject to the pledge pursuant to the Pledge Agreement to Promissory
Note.
(b) Any purported Transfer without compliance with this Section shall
be void. The Company may place a legend on the certificate or certificates
evidencing the Shares referencing the restrictions on transfer set forth in this
Agreement.
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4. Legend
All certificates representing any of the Shares shall have endorsed thereon
the following legend, in addition to any other legend required by the Company
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respecting the restricted nature of the Shares:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
AND CONDITIONS OF A CERTAIN STOCK SUBSCRIPTION AND REPURCHASE AGREEMENT
THAT INCLUDES A REPURCHASE RIGHT IN FAVOR OF THE CORPORATION RELATING TO
THESE SECURITIES."
5. Rights as Shareholder
Subject to the terms hereof, the Shareholder shall have all the rights of a
shareholder with respect to the Shares during the term of this Agreement,
including without limitation the right to vote and receive any dividends or
other distributions declared thereon.
6. Adjustments for Stock Splits, Recapitalizations and Similar Events
If, at any time or from time to time, there is (1) a dividend of any
security, stock split or other change in the character or amount of any of the
outstanding securities of the Company, or (2) any consolidation, merger or
similar event in connection with which the Repurchase Option does not lapse and
terminate under the terms of this Agreement, then, in such event, any and all
new, substituted or additional securities or other property to which the
Shareholder is entitled by reason of his ownership of the Shares then subject to
the Repurchase Option shall be immediately included in the definition of
"Shares" under this Agreement and shall be subject to the Repurchase Option and
the pledge provisions of Section 2 with the same force and effect as the Shares
currently subject to this Agreement, the Repurchase Option and the pledge
provisions of Section 2. The Repurchase Price per share upon exercise of the
Repurchase Option shall be appropriately adjusted as determined by the Board of
Directors of the Company to reflect any such event referred to in this Section
6.
7. Termination
This Agreement shall terminate in its entirety at the earlier of (a) such
time as none of the Shares remain subject to the Repurchase Option under Section
2; and (b) June 14, 2003.
8. Tax Matters
The Shareholder acknowledges that he has considered and analyzed the
appropriate treatment by him of the transactions contemplated hereby under the
Internal Revenue Code of 1986, as amended (the "Code"), including without
limitation Section 83 thereof. The
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Shareholder agrees that any decision as to whether to file an election relating
thereto, and the due and proper filing of any such election, are solely the
Shareholder's responsibilities.
9. Cooperation
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.
10. Specific Enforcement
Each party expressly agrees that the other party would be irreparably
damaged if this Agreement were not specifically enforced. Upon a breach or
threatened breach of the terms, covenants and/or conditions of this Agreement by
any party, the other party shall, in addition to all other remedies, be entitled
to a temporary or permanent injunction, without showing any actual damage,
and/or a decree for specific performance, in accordance with the provisions of
this Agreement.
11. Notices
All notices and other communications required or permitted hereunder shall
be in writing and shall be mailed by first class mail, postage prepaid, or
otherwise delivered by hand or by messenger, facsimile or courier, addressed (a)
if to the Shareholder, at the Shareholder's then current address on the
Company's books or at such other address as the Shareholder shall have furnished
to the Company in writing, or (b) if to the Company, at its principal executive
office, attention Chief Executive Officer, with a copy to William Kushner,
Perkins Coie LLP, 135 Commonwealth Drive, Suite 250, Menlo Park, CA 94025. If
notice is provided by mail, it shall be deemed to be given three (3) business
days after proper deposit in the U.S. Mail, and if notice is given by hand or by
messenger, facsimile or courier, it shall be deemed to be given upon receipt.
12. Entire Agreement
This Agreement (including the Attachment and Exhibits attached hereto)
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior agreements and undertakings, both oral
and written, among such parties, or any of them, with respect to such subject
matter. In particular, and not in any manner limiting the foregoing, this
Agreement supercedes all provisions relating to the sale, offer or issuance of
stock of the Company (the "Stock Provisions") in that certain employment
agreement, dated May 28, 1999, by the Company to Shareholder and the Company and
Shareholder agree that the Stock Provisions are null, void and of no further
force and effect. The rights of the Company and obligations of Shareholder
under this Agreement shall not be limited in any manner by the Pledge Agreement
to Promissory Note between the Company and the Shareholder.
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13. Amendment and Waiver
Neither this Agreement nor any provision hereof may be modified, amended or
terminated except by a written agreement signed by the parties hereto, and no
waiver of any provision of this Agreement shall be effective unless in writing
and signed by or on behalf of the party to be bound by such waiver.
14. Governing Law
This Agreement shall be governed by and construed under the laws of the
state of California, without regard to rules governing conflict of laws.
15. Successors and Assigns
The provisions hereof shall inure to the benefit of, and be binding upon,
the successors, permitted assigns, heirs, executors, administrators and personal
representatives of the parties hereto. Notwithstanding anything to the contrary
contained in this Agreement, no Shares may be transferred by the Shareholder
under any circumstances, without the prior written consent of the Company which
may be withheld for any reason, so long as such Shares are subject to the
Repurchase Option contained in this Agreement or the pledge pursuant to the
Pledge Agreement to Promissory Note. Any transfer or purported transfer in
violation of this Section 15 shall be void.
16. Headings
The headings of the sections and paragraphs of this Agreement are for
convenience and shall not by themselves determine the interpretation of this
Agreement.
17. Counterparts
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
18. Severability
If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provisions shall be excluded from this Agreement and
the balance of this Agreement shall be interpreted as if such provisions were so
excluded and shall be enforceable in accordance with its terms.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
ATRIEVA CORPORATION
By /s/ Kent W. Jarvi
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Name: Kent W. Jarvi
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Title: CFO
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Address:
One Union Square
600 University Street, Suite 911
Seattle, Washington 98101
SHAREHOLDER
/s/ Christopher Logan
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Print Name: Christopher Logan
Address:
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ATTACHMENT 1
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED and pursuant to that certain Stock Subscription and
Repurchase Agreement dated as of September 30, 1999 (the "Repurchase
Agreement"), Chris Logan hereby sells, assigns, and transfers unto Atrieva
Corporation, a Delaware corporation (the "Company") _______ shares of the Common
Stock of the Company, standing in the undersigned's name on 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 Company with full power of substitution in the
premises.
Dated _________________.
Signature
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Name: Chris Logan
Spouse
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Name:
Instruction to Persons Signing: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE
SIGNATURE LINE. The purpose of this assignment is to enable the Company to
exercise its "Repurchase Option" set forth in the Repurchase Agreement without
requiring additional signatures on the part of the Purchaser.
EXHIBIT A
PROMISSORY NOTE
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$100,000.04 San Francisco, California
September 30, 1999
FOR VALUE RECEIVED, the undersigned promises to pay in lawful money of the
United States to the order of Atrieva Corporation (the "Company") at its
principal place of business or at such other place as the holder hereof from
time to time may designate in writing, the principal sum of one hundred thousand
dollars four cents ($100,000.04), with simple interest on the principal balance
from the date hereof at an annual rate of 6%, compounded semi-annually.
The outstanding principal and interest hereunder shall be due and payable
in full on the first to occur of (a) January 1, 2006 or (b) the date on which
the undersigned sells shares of the Company's Common Stock, provided that the
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net proceeds to the undersigned are at least equal to the principal amount due
hereunder (the "Maturity Date"); provided further, that in the event that the
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undersigned's employment by or association with the Company is terminated for
any reason prior to payment in full of this Note, this Note shall be accelerated
and all remaining unpaid principal and interest shall become due and payable
sixty (60) days after such termination.
This Note may be prepaid at any time without penalty. All money paid toward
the satisfaction of this Note shall be applied first to the payment of interest
as required hereunder and then to the retirement of the principal.
If suit is brought on this note after any default in any payment, the
undersigned promises and agrees to pay reasonable attorneys' fees incurred
thereby.
This note is to be construed in all respects and enforced according to the
laws of the State of California. This note is a full recourse note and is
secured by a Pledge Agreement to Promissory Note, dated September 30, 1999,
between the undersigned and the Company. Presentment, notice of dishonor, and
protest are waived by the undersigned.
This note shall be fully binding on and inure to the benefit of the
successors, heirs, legal representatives, and assigns of the parties hereto.
By /s/ Christopher S. Logan
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Name: Chris Logan
PLEDGE AGREEMENT TO PROMISSORY NOTE
THIS PLEDGE AGREEMENT, dated as of September 30, 1999, is given by Chris
Logan ("Grantor") to Atrieva Corporation, a Delaware corporation ("Grantee").
Grantor hereby represents, covenants and agrees with grantee as follows:
RECITALS
A. Grantee has made a loan to Grantor in the amount of $100,000.04 (the
"Loan").
B. Grantor has executed a promissory note dated September 30, 1999, in
the principal amount of $100,000.04 payable to Grantee (the "Note") in
connection with the Loan.
C. Grantor has agreed to pledge certain shares of common stock (the
"Stock") to Grantee to secure the payment and performance in full of his
obligations under the Note.
D. The parties desire to set forth the terms and conditions of the pledge
of the Stock in this Agreement.
AGREEMENTS
Section 1. Pledge of the Collateral
Grantor hereby pledges to Grantee the following-described property (the
"Collateral"), together with all proceeds thereof:
No. of Shares Title of Class Issuer
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714,286 Common Atrieva Corporation.
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This pledge is given to secure (a) the due and timely payment of all
amounts due under the Note to Grantee by Grantor and (b) the performance by
Grantor of his obligations under this Agreement (together, the "Obligations").
Section 2. Representations and Warranties
Grantor hereby represents and warrants to Grantee as follows:
2.1 Binding Effect
This Agreement constitutes the valid obligation of Grantor which is binding
and enforceable against him in accordance with its terms.
2.2 Title to Collateral
Grantor is the legal and beneficial owner of the Collateral free and clear
of any lien, claim, security interest, option, encumbrance or right of any
other, except the security interest created by this Agreement and the pledge
pursuant to the Stock Subscription and Repurchase Agreement between Grantee and
Grantor of even date herewith (the "Repurchase Agreement").
2.3 Security Interest
When this Agreement is duly executed and delivered by Grantor and Grantee
has possession of the Collateral, this Agreement will constitute and Grantee
will have a valid and perfected first priority security interest in and to the
Collateral, effective against all third parties.
Section 3. Delivery of Certificate
Concurrently herewith, Grantor shall deliver to Grantee the stock
certificate(s) representing all of the Collateral, together with appropriate
assignments separate from certificate naming Grantee as assignee, duly endorsed
by Grantor for transfer in blank, in the form and substance of Attachment A-1,
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attached hereto.
Section 4. Handling of Collateral
Grantee shall not be required, except at its sole option, to realize upon
the Collateral, collect dividends thereon, exercise any rights or options of the
Grantor pertaining thereto, to keep the Collateral insured, or do any other
thing for the protection, enforcement or collection of the Collateral. Under no
circumstances shall Grantee in any way be responsible for failure to act in
Grantor's behalf nor shall it be in any way responsible for any negligent act
with respect to the Collateral. Grantee shall not exercise voting rights or
collect cash dividends with respect to the Collateral unless and until the
occurrence of an Event of Default, as defined in Section 8 hereof, and such
rights may be exercised by Grantor prior to any such occurrence. Upon an Event
of Default (as defined below), Grantee is authorized to transfer to itself or to
any other person all or any of the Collateral, and may fill in blanks in any
transfers or other documents delivered to it, provided that any surplus of the
proceeds of the Collateral after payment in full of all obligations secured
hereby shall be paid over to Grantor. Nothing in this Pledge Agreement,
including, without limitation, this Section 4, shall limit the rights of Grantee
or obligations of Grantor under the Repurchase Agreement.
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Section 5. Stock Dividends and Recapitalizations
In the event any issuer of the Collateral shall declare a stock dividend or
any stock split with respect to the Collateral, or in the event the Collateral
shall be replaced as a result of any dissolution, merger, consolidation,
reorganization, recapitalization or other similar proceeding involving an issuer
of the Collateral, or in the event there shall be a distribution of assets or
securities with respect to the Collateral, all such distributed assets, shares
or other securities to which Grantor is entitled as a result of any such
transactions shall be delivered to Grantee and shall automatically become
subject to all of the terms and conditions of this Agreement to the same extent
as though they had been included as, and shall be deemed to be, a part of the
Collateral from the date hereof.
Section 6. Substitutions, Extension
The obligations of Grantor hereunder shall not be affected by the release
or substitution of any other security for the Obligations secured hereby or by
any release, waiver, renewal, extension of time or compromise given to Grantor
with regard to any of the Obligations or for any other reason other than the
full payment or satisfaction by Grantor of the Obligations.
Section 7 Termination
This Agreement shall terminate upon Grantor's payment or satisfaction in
full of all of the Obligations; provided, however, that upon the request of the
Grantor (but no more than twice a year), a portion of the Collateral shall be
released from the pledge that is equal to the percentage of the principal amount
due under the Note that has been forgiven by Grantee pursuant to the terms of
the Note.
Section 8. Events of Default
8.1 Events of Default
The failure by Grantor (a) to pay any portion of principal of, or interest,
if any, on, the Note when due or (b) to perform his obligations under this
Agreement shall constitute Events of Default under this Agreement.
8.2 Effect
Upon the occurrence of any Event of Default, the obligations secured hereby
shall then or at any time thereafter, at the option of Grantee, become
immediately due and payable without notice or demand, and Grantee shall have an
immediate right to pursue the remedies provided herein.
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Section 9. Remedies
If an Event of Default occurs, Grantee shall have all remedies provided by
law, including, without limitation, all rights of a secured party under the
California Uniform Commercial Code (the "UCC"), whether or not this Agreement
and the transactions contemplated hereby are determined to be governed by the
UCC. Without limiting the generality of the foregoing, Grantee shall be
entitled to exercise all voting rights connected with the Collateral and to
transfer all right, title and interest in and to the Collateral to be
transferred to Grantee or to any purchaser acceptable to Grantee upon terms and
conditions acceptable to Grantee; provided that any surplus of the proceeds of
the Collateral after payment in full of all obligations secured hereby shall be
paid over to Grantor.
Section 10. Cumulative Rights
The security and the rights and remedies provided for in this Agreement are
cumulative, and are in addition to any rights or security or remedies of Grantee
under any other instruments or agreements, or under applicable law.
Section 11. Expenses
Grantor shall pay on demand the costs of all filings and recordings deemed
desirable by Grantee, and all expenses, including reasonable attorneys' fees,
which Grantee may incur in protecting, defending or realizing on any part of the
Collateral, or in protecting or defending the priority of the security interest
created hereby, whether or not a lawsuit be involved, all such sums to be deemed
secured by this pledge.
Section 12. Notices
Notices to Grantee and Grantor shall be sent as follows:
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TO GRANTEE:
(a) Atrieva Corporation
380 Brannan Street
San Francisco, CA 94107
Attn: Kent Jarvi
Facsimile: (415) 247-8850
with a copy to:
Perkins Coie LLP
135 Commonwealth Drive, Suite 250
Menlo Park, CA 94025
Attn: William Kushner
Facsimile: (650) 752-6050
TO GRANTOR:
(b) Chris Logan
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with a copy to:
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Section 13. Modifications, Consents and Waivers
No failure or delay on the part of Grantee in exercising any power or right
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of such right or power preclude any other or further exercise
thereof or the exercise of any other right or power. No amendment, modification
or waiver of any provision of this Agreement, nor consent to any departure
therefrom, shall be effective unless in writing and consented to by Grantee.
Section 14. Additional Documents
Grantor shall at Grantee's request, from time to time, at Grantor's sole
cost and expense, execute, reexecute, deliver and redeliver any and all
documents, and do and perform
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such other and further acts as may reasonably be required by Grantee to enable
Grantee to perfect, preserve and protect its security interest in the Collateral
and its rights and remedies under this Agreement or granted by law and to carry
out and effect the intents and purposes of this Agreement.
Section 15. Miscellaneous
15.1 Amendment
Neither this Agreement nor any provision hereof may be amended, modified,
waived, discharged or terminated other than by an instrument in writing signed
by the party to be bound.
15.2 Binding Agreement
The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
15.3 Headings
Paragraph headings in this Agreement are for convenience only and shall not
affect the construction of this Agreement.
15.4 Severability
Any provision hereof which is invalid or prohibited by law shall be
inoperative and all other provisions hereof shall remain effective.
15.5 Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original if fully executed, but all of which together
shall constitute one and the same instrument.
15.6 Applicable Law
This Agreement shall be construed in accordance with and governed by the
laws of the state of California.
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IN WITNESS WHEREOF, Grantor has executed this Pledge Agreement as of the date
first written above.
/s/ Christopher S. Logan
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Name: Chris Logan
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Spouse
ACCEPTED:
ATRIEVA CORPORATION
By /s/ Kent W. Jarvi
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Name: Kent W. Jarvi
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Title: CFO
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Dated: 9/30/99
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ATTACHMENT A-1
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned, Chris Logan, hereby assigns and
transfers unto Atrieva Corporation, a Delaware corporation, ___________ shares
of the Common Stock of Atrieva Corporation standing in its name on the books of
said corporation.
The undersigned hereby irrevocably constitutes and appoints Perkins Coie
LLP to transfer said shares on the books of said corporation with full power of
substitution in the premises.
DATED: _________ __, 1999
By:/s/ Christopher S. Logan
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Name: Chris Logan
In Presence of:
/s/ Kent W. Jarvi
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Name: Kent W. Jarvi
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