{"id":43385,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/early-exercise-stock-purchase-agreement-egreetings-network-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"early-exercise-stock-purchase-agreement-egreetings-network-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/early-exercise-stock-purchase-agreement-egreetings-network-inc.html","title":{"rendered":"Early Exercise Stock Purchase Agreement &#8211; Egreetings Network Inc. and Andrew Moley"},"content":{"rendered":"<pre>\n\n                            EGREETINGS NETWORK, INC.\n                     EARLY EXERCISE STOCK PURCHASE AGREEMENT\n                        UNDER THE 1996 STOCK OPTION PLAN\n\n\n        This EARLY EXERCISE STOCK PURCHASE AGREEMENT (this \"Agreement\") is made\nby and between EGREETINGS NETWORK, INC., a California corporation (the\n\"Company\"), and ANDREW MOLEY (\"Purchaser\").\n\n                                   WITNESSETH:\n\n        WHEREAS, Purchaser holds a stock option granted July 30, 1999, to\npurchase shares of common stock (\"Common Stock\") of the Company (the \"Option\")\npursuant to the Company's 1996 Stock Option Plan (the \"Plan\"); and\n\n        WHEREAS, the Option consists of a Stock Option Agreement; and\n\n        WHEREAS, Purchaser desires to exercise the Option on the terms and\nconditions contained herein; and\n\n        WHEREAS, Purchaser wishes to take advantage of the early exercise\nprovision of the Purchaser's Option and therefore to enter into this Agreement;\n\n        NOW, THEREFORE, IT IS AGREED between the parties as follows:\n\n        1. INCORPORATION OF PLAN AND OPTION BY REFERENCE. This Agreement is\nsubject to all of the terms and conditions as set forth in the Plan and the\nOption. If there is a conflict between the terms of this Agreement and\/or the\nOption and the terms of the Plan, the terms of the Plan shall control. If there\nis a conflict between the terms of this Agreement and the terms of the Option,\nthe terms of the Option shall control. Defined terms not explicitly defined in\nthis Agreement but defined in the Plan shall have the same definitions as in the\nPlan. Defined terms not explicitly defined in this Agreement or the Plan but\ndefined in the Option shall have the same definitions as in the Option.\n\n         2. PURCHASE AND SALE OF COMMON STOCK.\n\n               (a) AGREEMENT TO PURCHASE AND SELL COMMON STOCK. Purchaser hereby\nagrees to purchase from the Company, and the Company hereby agrees to sell to\nPurchaser, shares of the Common Stock of the Company in accordance with the\nNotice of Exercise duly executed by Purchaser and attached hereto as an exhibit.\n\n               (b) CLOSING. The closing hereunder, including payment for and\ndelivery of the Common Stock, shall occur at the offices of the Company\nimmediately following the execution of this Agreement, or at such other time and\nplace as the parties may mutually agree; provided, however, that if shareholder\napproval of the Plan is required before the Option may be exercised, then the\nOption may not be exercised, and the closing shall be delayed, until such\nshareholder\n\n\n\n                                       1.\n\n\napproval is obtained. If such shareholder approval is not obtained within the\ntime limit specified in the Plan, then this Agreement shall be null and void.\n\n         3. UNVESTED SHARE REPURCHASE OPTION\n\n               (a) REPURCHASE OPTION. In the event of Purchaser's Loss of\nEligibility Status, then the Company shall have an irrevocable option (the\n\"Repurchase Option\") for a period of ninety (90) days after said termination (or\nin the case of shares issued upon exercise of the Option after such date of\ntermination, within ninety (90) days after the date of the exercise), or such\nlonger period as may be agreed to by the Company and the Purchaser, to\nrepurchase from Purchaser or Purchaser's personal representative, as the case\nmay be, those shares that Purchaser received pursuant to the exercise of the\nOption that have not as yet vested as of such termination date in accordance\nwith the Vesting Schedule indicated in the Option (the \"Unvested Shares\").\n\n               (b) SHARES REPURCHASABLE AT PURCHASER'S ORIGINAL EXERCISE PRICE.\nThe Company may repurchase all or any of the Unvested Shares at a price (\"Option\nPrice\") equal to the Purchaser's Exercise Price for such shares as indicated in\nthe Option.\n\n         4. EXERCISE OF REPURCHASE OPTION. The Repurchase Option shall be\nexercised by written notice signed by an Officer of the Company and delivered or\nmailed as provided herein. Such notice shall identify the number of shares of\nCommon Stock to be purchased and shall notify Purchaser of the time, place and\ndate for settlement of such purchase, which shall be scheduled by the Company\nwithin the term of the Repurchase Option set forth above. The Company shall be\nentitled to pay for any shares of Common Stock purchased pursuant to its\nRepurchase Option at the Company's option in cash or by offset against any\nindebtedness owing to the Company by Purchaser (including without limitation any\nNote given in payment for the Common Stock), or by a combination of both. Upon\ndelivery of such notice and payment of the purchase price in any of the ways\ndescribed above, the Company shall become the legal and beneficial owner of the\nCommon Stock being repurchased and all rights and interest therein or related\nthereto, and the Company shall have the right to transfer to its own name the\nCommon Stock being repurchased by the Company, without further action by\nPurchaser.\n\n         5. CAPITALIZATION ADJUSTMENTS TO COMMON STOCK. In the event of an\nadjustment affecting the Company's outstanding Common Stock as a class as\ndescribed in Section 9 of the Plan, then any and all new, substituted or\nadditional securities or other property to which Purchaser is entitled by reason\nof Purchaser's ownership of Common Stock shall be immediately subject to the\nRepurchase Option and be included in the word \"Common Stock\" for all purposes of\nthe Repurchase Option with the same force and effect as the shares of the Common\nStock presently subject to the Repurchase Option, but only to the extent the\nCommon Stock is, at the time, covered by such Repurchase Option. While the total\nOption Price shall remain the same after each such event, the Option Price per\nshare of Common Stock upon exercise of the Repurchase Option shall be\nappropriately adjusted.\n\n         6. CHANGE OF CONTROL. In the event of a \"Change of Control\" as\ndescribed in the Plan, then the Repurchase Option may be assigned by the Company\nto the successor of the Company (or such successor's parent company), if any, in\nconnection with such Change of Control. To the extent the Repurchase Option\nremains in effect following such Change of\n\n\n\n                                       2.\n\n\nControl, it shall apply to the new capital stock or other property received in\nexchange for the Common Stock in consummation of the Change of Control, but only\nto the extent the Common Stock was at the time covered by such right.\nAppropriate adjustments shall be made to the price per share payable upon\nexercise of the Repurchase Option to reflect the Change of Control upon the\nCompany's capital structure; provided, however, that the aggregate Option Price\nshall remain the same.\n\n         7. ESCROW OF UNVESTED COMMON STOCK. As security for Purchaser's\nfaithful performance of the terms of this Agreement and to insure the\navailability for delivery of Purchaser's Common Stock upon exercise of the\nRepurchase Option herein provided for, Purchaser agrees, at the closing\nhereunder, to deliver to and deposit with the Secretary of the Company or the\nSecretary's designee (\"Escrow Agent\"), as Escrow Agent in this transaction,\nthree (3) stock assignments duly endorsed (with date and number of shares blank)\nin the form attached hereto as an exhibit, together with a certificate or\ncertificates evidencing all of the Common Stock subject to the Repurchase\nOption; said documents are to be held by the Escrow Agent and delivered by said\nEscrow Agent pursuant to the Joint Escrow Instructions of the Company and\nPurchaser set forth in an exhibit, attached hereto and incorporated by this\nreference, which instructions shall also be delivered to the Escrow Agent at the\nclosing hereunder.\n\n         8. RIGHTS OF PURCHASER. Subject to the provisions of the Option,\nPurchaser shall exercise all rights and privileges of a shareholder of the\nCompany with respect to the shares deposited in escrow. Purchaser shall be\ndeemed to be the holder of the shares for purposes of receiving any dividends\nthat may be paid with respect to such shares and for purposes of exercising any\nvoting rights relating to such shares, even if some or all of such shares have\nnot yet vested and been released from the Company's Repurchase Option.\n\n         9. LIMITATIONS ON TRANSFER. In addition to any other limitation on\ntransfer created by applicable securities laws, Purchaser shall not sell,\nassign, hypothecate, donate, encumber or otherwise dispose of any interest in\nthe Common Stock while the Common Stock is subject to the Repurchase Option.\nAfter any Common Stock has been released from the Repurchase Option, Purchaser\nshall not sell, assign, hypothecate, donate, encumber or otherwise dispose of\nany interest in the Common Stock except in compliance with the provisions herein\nand applicable securities laws. Furthermore, the Common Stock shall be subject\nto any right of first refusal in favor of the Company or its assignees that may\nbe contained in the Company's Bylaws.\n\n         10. RESTRICTIVE LEGENDS. All certificates representing the Common Stock\nshall have endorsed thereon legends in substantially the following forms (in\naddition to any other legend which may be required by other agreements between\nthe parties hereto):\n\n               (a) \"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN\nOPTION SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER,\nOR SUCH HOLDER's PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE\nPRINCIPAL OFFICE OF THIS COMPANY. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY\nSHARES SUBJECT TO SUCH \n\n\n                                       3.\n\n\nOPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.\"\n\n               (b) \"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN\nREGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD,\nOFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE\nREGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF\nCOUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.\"\n\n               (c) \"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO\nA RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND\/OR ITS ASSIGNEE(S)\nAS PROVIDED IN THE BYLAWS OF THE COMPANY.\"\n\n               (d) Any legend required by appropriate blue sky officials.\n\n         11. INVESTMENT REPRESENTATIONS. In connection with the purchase of the\nCommon Stock, Purchaser represents to the Company the following:\n\n               (a) Purchaser is aware of the Company's business affairs and\nfinancial condition and has acquired sufficient information about the Company to\nreach an informed and knowledgeable decision to acquire the Common Stock.\nPurchaser is acquiring the Common Stock for investment for Purchaser's own\naccount only and not with a view to, or for resale in connection with, any\n\"distribution\" thereof within the meaning of the Securities Act.\n\n               (b) Purchaser understands that the Common Stock has not been\nregistered under the Securities Act by reason of a specific exemption therefrom,\nwhich exemption depends upon, among other things, the bona fide nature of\nPurchaser's investment intent as expressed herein.\n\n               (c) Purchaser further acknowledges and understands that the \nCommon Stock must be held indefinitely unless the Common Stock is subsequently\nregistered under the Securities Act or an exemption from such registration is\navailable. Purchaser further acknowledges and understands that the Company is\nunder no obligation to register the Common Stock. Purchaser understands that the\ncertificate evidencing the Common Stock will be imprinted with a legend that\nprohibits the transfer of the Common Stock unless the Common Stock is registered\nor such registration is not required in the opinion of counsel for the Company.\n\n               (d) Purchaser is familiar with the provisions of Rules 144 and\n701, under the Securities Act, as in effect from time to time, which, in\nsubstance, permit limited public resale of \"restricted securities\" acquired,\ndirectly or indirectly, from the issuer thereof (or from an affiliate of such\nissuer), in a non-public offering subject to the satisfaction of certain\nconditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the\ntime of issuance of the securities, such issuance will be exempt from\nregistration under the Securities Act. In the event the Company becomes subject\nto the reporting requirements of Section 13 or 15(d) of the Securities Exchange\nAct of 1934, the securities exempt under Rule 701 may be sold by Purchaser\nninety (90) days thereafter, subject to the satisfaction of certain of the\nconditions specified by Rule 144 and the market stand-off provision described in\nthe Plan.\n\n\n\n                                       4.\n\n\nIn the event that the sale of the Common Stock does not qualify under Rule 701\nat the time of purchase, then the Common Stock may be resold by Purchaser in\ncertain limited circumstances subject to the provisions of Rule 144, which\nrequires, among other things: (i) the availability of certain public information\nabout the Company and (ii) the resale occurring following the required holding\nperiod under Rule 144 after the Purchaser has purchased, and made full payment\nof (within the meaning of Rule 144), the securities to be sold.\n\n               (e) Purchaser further understands that at the time Purchaser\nwishes to sell the Common Stock there may be no public market upon which to make\nsuch a sale, and that, even if such a public market then exists, the Company may\nnot be satisfying the current public current information requirements of Rule\n144 or 701, and that, in such event, Purchaser would be precluded from selling\nthe Common Stock under Rule 144 or 701 even if the minimum holding period\nrequirement had been satisfied.\n\n         12. SECTION 83(B) ELECTION. Purchaser understands that Section 83(a) of\nthe Code, taxes as ordinary income the difference between the amount paid for\nthe Common Stock and the fair market value of the Common Stock as of the date\nany restrictions on the Common Stock lapse. In this context, \"restriction\"\nincludes the right of the Company to buy back the Common Stock pursuant to the\nRepurchase Option set forth above. Purchaser understands that Purchaser may\nelect to be taxed at the time the Common Stock is purchased, rather than when\nand as the Repurchase Option expires, by filing an election under Section 83(b)\n(an \"83(b) Election\") of the Code with the Internal Revenue Service within\nthirty (30) days from the date of purchase. Even if the fair market value of the\nCommon Stock at the time of the execution of this Agreement equals the amount\npaid for the Common Stock, the 83(b) Election must be made to avoid income under\nSection 83(a) in the future. Purchaser understands that failure to file such an\n83(b) Election in a timely manner may result in adverse tax consequences for\nPurchaser. Purchaser further understands that Purchaser must file an additional\ncopy of such 83(b) Election with his or her federal income tax return for the\ncalendar year in which the date of this Agreement falls. Purchaser acknowledges\nthat the foregoing is only a summary of the effect of United States federal\nincome taxation with respect to purchase of the Common Stock hereunder, and does\nnot purport to be complete. Purchaser further acknowledges that the Company has\ndirected Purchaser to seek independent advice regarding the applicable\nprovisions of the Code, the income tax laws of any municipality, state or\nforeign country in which Purchaser may reside, and the tax consequences of\nPurchaser's death. Purchaser assumes all responsibility for filing an 83(b)\nElection and paying all taxes resulting from such election or the lapse of the\nrestrictions on the Common Stock.\n\n         13. REFUSAL TO TRANSFER. The Company shall not be required (a) to\ntransfer on its books any shares of Common Stock of the Company which shall have\nbeen transferred in violation of any of the provisions set forth in this\nAgreement or (b) to treat as owner of such shares or to accord the right to vote\nas such owner or to pay dividends to any transferee to whom such shares shall\nhave been so transferred.\n\n         14. NO EMPLOYMENT RIGHTS. This Agreement is not an employment contract\nand nothing in this Agreement shall affect in any manner whatsoever the right or\npower of the Company (or a parent or subsidiary of the Company) to terminate\nPurchaser's employment for any reason at any time, with or without cause and\nwith or without notice.\n\n\n\n                                       5.\n\n\n         15. MISCELLANEOUS.\n\n               (a) NOTICES. Any notice required or permitted hereunder shall be\ngiven in writing and shall be deemed effectively given upon personal delivery or\nsent by telegram or fax or upon deposit in the United States Post Office, by\nregistered or certified mail with postage and fees prepaid, addressed to the\nother party hereto at such party's address hereinafter shown below its signature\nor at such other address as such party may designate by ten (10) days' advance\nwritten notice to the other party hereto.\n\n               (b) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the\nbenefit of the successors and assigns of the Company and, subject to the\nrestrictions on transfer herein set forth, be binding upon Purchaser,\nPurchaser's successors, and assigns. The Company may assign the Repurchase\nOption hereunder at any time or from time to time, in whole or in part.\n\n               (c) ATTORNEYS' FEES; SPECIFIC PERFORMANCE. Purchaser shall\nreimburse the Company for all costs incurred by the Company in enforcing the\nperformance of, or protecting its rights under, any part of this Agreement,\nincluding reasonable costs of investigation and attorneys' fees. It is the\nintention of the parties that the Company, upon exercise of the Repurchase\nOption and payment of the Option Price, pursuant to the terms of this Agreement,\nshall be entitled to receive the Common Stock, in specie, in order to have such\nCommon Stock available for future issuance without dilution of the holdings of\nother shareholders. Furthermore, it is expressly agreed between the parties that\nmoney damages are inadequate to compensate the Company for the Common Stock and\nthat the Company shall, upon proper exercise of the Repurchase Option, be\nentitled to specific enforcement of its rights to purchase and receive said\nCommon Stock.\n\n               (d) GOVERNING LAW; VENUE. This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of California. The parties\nagree that any action brought by either party to interpret or enforce any\nprovision of this Agreement shall be brought in, and each party agrees to, and\ndoes hereby, submit to the jurisdiction and venue of, the appropriate state or\nfederal court for the district encompassing the Company's principal place of\nbusiness.\n\n               (e) FURTHER EXECUTION. The parties agree to take all such further\naction(s) as may reasonably be necessary to carry out and consummate this\nAgreement as soon as practicable, and to take whatever steps may be necessary to\nobtain any governmental approval in connection with or otherwise qualify the\nissuance of the securities that are the subject of this Agreement.\n\n               (f) INDEPENDENT COUNSEL. Purchaser acknowledges that this\nAgreement has been prepared on behalf of the Company by Cooley Godward LLP,\ncounsel to the Company and that Cooley Godward LLP does not represent, and is\nnot acting on behalf of, Purchaser. Purchaser has been provided with an\nopportunity to consult with Purchaser's own counsel with respect to this\nAgreement.\n\n               (g) ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the\nentire agreement between the parties with respect to the subject matter hereof\nand supersedes and \n\n\n                                       6.\n\n\nmerges all prior agreements or understandings, whether written or oral. This\nAgreement may not be amended, modified or revoked, in whole or in part, except\nby an agreement in writing signed by each of the parties hereto.\n\n               (h) SEVERABILITY. If one or more provisions of this Agreement are\nheld to be unenforceable under applicable law, the parties agree to renegotiate\nsuch provision in good faith. In the event that the parties cannot reach a\nmutually agreeable and enforceable replacement for such provision, then (i) such\nprovision shall be excluded from this Agreement, (ii) the balance of the\nAgreement shall be interpreted as if such provision were so excluded and (iii)\nthe balance of the Agreement shall be enforceable in accordance with its terms.\n\n               (i) COUNTERPARTS. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original and all of which\ntogether shall constitute one instrument.\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof _______________.\n\n                                        EGREETINGS NETWORK, INC.\n\n\n                                        By    \n                                           ------------------------------------\n\n                                        Title \n                                           ------------------------------------\n\n                                         Address: 501 Second Street, Suite 104\n                                                  San Francisco, CA  94107\n\n\n                                         PURCHASER\n\n                                           ------------------------------------\n\n                                         Address:   \n                                                 ------------------------------\n\n                                                 ------------------------------\n\n\nATTACHMENTS:\n\nExhibit A      Notice of Exercise\nExhibit B      Assignment Separate from Certificate\nExhibit C      Joint Escrow Instructions\nExhibit D      Promissory Note\nExhibit E      Pledge Agreement\n\n\n\n                                       7.\n\n\n                                    EXHIBIT A\n\n                               NOTICE OF EXERCISE\n\n\n\n\n\n                                    EXHIBIT B\n\n                   STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n\n\n\n\n                   STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n         FOR VALUE RECEIVED, Andrew Moley hereby sells, assigns and transfers\nunto EGREETINGS NETWORK, INC., a California corporation (the \"Company\"),\npursuant to the Repurchase Option under that certain Early Exercise Stock\nPurchase Agreement, dated _______________ by and between the undersigned and the\nCompany (the \"Agreement\"), _______________ (_______________) shares of Common\nStock of the Company standing in the undersigned's name on the books of the\nCompany represented by Certificate No(s). _______________ and does hereby\nirrevocably constitute and appoint the Company's Secretary attorney to transfer\nsaid Common Stock on the books of the Company with full power of substitution in\nthe premises. This Assignment may be used only in accordance with and subject to\nthe terms and conditions of the Agreement, in connection with the repurchase of\nshares of Common Stock issued to the undersigned pursuant to the Agreement, and\nonly to the extent that such shares remain subject to the Company's Repurchase\nOption under the Agreement.\n\n\nDated: _______________\n\n\n                                    ------------------------------------\n                                    (Signature)\n\n\n                                    ------------------------------------\n                                    (Print Name)\n\nINSTRUCTION: Please do not fill in any blanks other than the \"Signature\" line\nand the \"Print Name\" line. The purpose of this Assignment is to enable the\nCompany to exercise its Repurchase Option set forth in the Agreement without\nrequiring additional signatures on the part of Purchaser.\n\n\n\n\n\n\n                   STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n         FOR VALUE RECEIVED, Andrew Moley hereby sells, assigns and transfers\nunto EGREETINGS NETWORK, INC., a California corporation (the \"Company\"),\npursuant to the Repurchase Option under that certain Early Exercise Stock\nPurchase Agreement, dated _______________ by and between the undersigned and the\nCompany (the \"Agreement\"), _______________ (_______________) shares of Common\nStock of the Company standing in the undersigned's name on the books of the\nCompany represented by Certificate No(s). _______________ and does hereby\nirrevocably constitute and appoint the Company's Secretary attorney to transfer\nsaid Common Stock on the books of the Company with full power of substitution in\nthe premises. This Assignment may be used only in accordance with and subject to\nthe terms and conditions of the Agreement, in connection with the repurchase of\nshares of Common Stock issued to the undersigned pursuant to the Agreement, and\nonly to the extent that such shares remain subject to the Company's Repurchase\nOption under the Agreement.\n\n\nDated: _______________\n\n\n                                    ------------------------------------\n                                    (Signature)\n\n\n                                    ------------------------------------\n                                    (Print Name)\n\nINSTRUCTION: Please do not fill in any blanks other than the \"Signature\" line\nand the \"Print Name\" line. The purpose of this Assignment is to enable the\nCompany to exercise its Repurchase Option set forth in the Agreement without\nrequiring additional signatures on the part of Purchaser.\n\n\n\n\n\n\n\n                   STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n         FOR VALUE RECEIVED, Andrew Moley hereby sells, assigns and transfers\nunto EGREETINGS NETWORK, INC., a California corporation (the \"Company\"),\npursuant to the Repurchase Option under that certain Early Exercise Stock\nPurchase Agreement, dated _______________ by and between the undersigned and the\nCompany (the \"Agreement\"), _______________ (_______________) shares of Common\nStock of the Company standing in the undersigned's name on the books of the\nCompany represented by Certificate No(s). _______________ and does hereby\nirrevocably constitute and appoint the Company's Secretary attorney to transfer\nsaid Common Stock on the books of the Company with full power of substitution in\nthe premises. This Assignment may be used only in accordance with and subject to\nthe terms and conditions of the Agreement, in connection with the repurchase of\nshares of Common Stock issued to the undersigned pursuant to the Agreement, and\nonly to the extent that such shares remain subject to the Company's Repurchase\nOption under the Agreement.\n\n\nDated: _______________\n\n\n                                    ------------------------------------\n                                    (Signature)\n\n\n                                    ------------------------------------\n                                    (Print Name)\n\nINSTRUCTION: Please do not fill in any blanks other than the \"Signature\" line\nand the \"Print Name\" line. The purpose of this Assignment is to enable the\nCompany to exercise its Repurchase Option set forth in the Agreement without\nrequiring additional signatures on the part of Purchaser.\n\n\n\n\n\n\n\n                                    EXHIBIT C\n\n                            JOINT ESCROW INSTRUCTIONS\n\n\n\n\n\n                            JOINT ESCROW INSTRUCTIONS\n\n\nSecretary\nEgreetings Network, Inc.\n501 Second Street, Suite 114\nSan Francisco, CA  94107\n\nDear Sir or Madam:\n\n        As Escrow Agent for both EGREETINGS NETWORK, INC., a California\ncorporation (\"Company\"), and the undersigned purchaser of Common Stock of the\nCompany (\"Purchaser\"), you are hereby authorized and directed to hold the\ndocuments delivered to you pursuant to the terms of that certain Early Exercise\nStock Purchase Agreement (\"Agreement\"), dated _______________ to which a copy of\nthese Joint Escrow Instructions is attached as Exhibit C, in accordance with the\nfollowing instructions:\n\n        1. In the event the Company or an assignee shall elect to exercise the\nRepurchase Option set forth in the Agreement, the Company or its assignee will\ngive to Purchaser and you a written notice specifying the number of shares of\nCommon Stock to be purchased, the purchase price, and the time for a closing\nhereunder at the principal office of the Company. Purchaser and the Company\nhereby irrevocably authorize and direct you to close the transaction\ncontemplated by such notice in accordance with the terms of said notice.\n\n        2. At the closing you are directed (a) to date any stock assignments\nnecessary for the transfer in question, (b) to fill in the number of shares\nbeing transferred, and (c) to deliver same, together with the certificate\nevidencing the shares of Common Stock to be transferred, to the Company against\nthe simultaneous delivery to you of the purchase price (which may include\nsuitable acknowledgment of cancellation of indebtedness) of the number of shares\nof Common Stock being purchased pursuant to the exercise of the Repurchase\nOption.\n\n        3. Purchaser irrevocably authorizes the Company to deposit with you any\ncertificates evidencing shares of Common Stock to be held by you hereunder and\nany additions and substitutions to said shares as specified in the Agreement.\nPurchaser does hereby irrevocably constitute and appoint you as the Purchaser's\nattorney-in-fact and agent for the term of this escrow to execute with respect\nto such securities and other property all documents of assignment and\/or\ntransfer and all stock certificates necessary or appropriate to make all\nsecurities negotiable and complete any transaction herein contemplated.\n\n        4. This escrow shall terminate upon expiration or exercise in full of\nthe Repurchase Option, whichever occurs first.\n\n        5. If at the time of termination of this escrow you should have in your\npossession any documents, securities, or other property belonging to Purchaser,\nyou shall deliver all of same to Purchaser and shall be discharged of all\nfurther obligations hereunder; provided, however, that if at the time of\ntermination of this escrow you are advised by the Company that the property\n\n\n\n                                       1.\n\n\nsubject to this escrow is the subject of a pledge or other security agreement,\nyou shall deliver all such property to the pledgeholder or other person\ndesignated by the Company.\n\n         6. Except as otherwise provided in these Joint Escrow Instructions,\nyour duties hereunder may be altered, amended, modified or revoked only by a\nwriting signed by all of the parties hereto.\n\n         7. You shall be obligated only for the performance of such duties as\nare specifically set forth herein and may rely and shall be protected in relying\nor refraining from acting on any instrument reasonably believed by you to be\ngenuine and to have been signed or presented by the proper party or parties or\ntheir assignees. You shall not be personally liable for any act you may do or\nomit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while\nacting in good faith and any act done or omitted by you pursuant to the advice\nof your own attorneys shall be conclusive evidence of such good faith.\n\n         8. You are hereby expressly authorized to disregard any and all\nwarnings given by any of the parties hereto or by any other person or\ncorporation, excepting only orders or process of courts of law, and are hereby\nexpressly authorized to comply with and obey orders, judgments or decrees of any\ncourt. In case you obey or comply with any such order, judgment or decree of any\ncourt, you shall not be liable to any of the parties hereto or to any other\nperson, firm or corporation by reason of such compliance, notwithstanding any\nsuch order, judgment or decree being subsequently reversed, modified, annulled,\nset aside, vacated or found to have been entered without jurisdiction.\n\n         9. You shall not be liable in any respect on account of the identity,\nauthority or rights of the parties executing or delivering or purporting to\nexecute or deliver the Agreement or any documents or papers deposited or called\nfor hereunder.\n\n         10. You shall not be liable for the outlawing of any rights under any\nstatute of limitations with respect to these Joint Escrow Instructions or any\ndocuments deposited with you.\n\n         11. Your responsibilities as Escrow Agent hereunder shall terminate if\nyou shall cease to be Secretary of the Company or if you shall resign by written\nnotice to each party. In the event of any such termination, the Company may\nappoint any officer or assistant officer of the Company as successor Escrow\nAgent and Purchaser hereby confirms the appointment of such successor or\nsuccessors as the Purchaser's attorney-in-fact and agent to the full extent of\nyour appointment.\n\n         12. If you reasonably require other or further instruments in\nconnection with these Joint Escrow Instructions or obligations in respect\nhereto, the necessary parties hereto shall join in furnishing such instruments.\n\n         13. It is understood and agreed that should any dispute arise with\nrespect to the delivery and\/or ownership or right of possession of the\nsecurities, you are authorized and directed to retain in your possession without\nliability to anyone all or any part of said securities until such dispute shall\nhave been settled either by mutual written agreement of the parties concerned or\nby a final order, decree or judgment of a court of competent jurisdiction after\nthe \n\n\n                                       2.\n\n\ntime for appeal has expired and no appeal has been perfected, but you shall be\nunder no duty whatsoever to institute or defend any such proceedings.\n\n         14. Any notice required or permitted hereunder shall be given in\nwriting and shall be deemed effectively given upon personal delivery, including\ndelivery by express courier or five days after deposit in the United States Post\nOffice, by registered or certified mail with postage and fees prepaid, addressed\nto each of the other parties hereunto entitled at the following addresses, or at\nsuch other addresses as a party may designate by ten days' advance written\nnotice to each of the other parties hereto:\n\n        COMPANY:             Egreetings Network, Inc.\n                             501 Second Street, Suite 114\n                             San Francisco, CA  94107\n\n        PURCHASER:           \n                             ------------------------------------------\n\n                             ------------------------------------------\n\n                             ------------------------------------------\n\n        ESCROW AGENT:        Secretary\n                             Egreetings Network, Inc.\n                             501 Second Street, Suite 114\n                             San Francisco, CA  94107\n\n         15. By signing these Joint Escrow Instructions you become a party\nhereto only for the purpose of said Joint Escrow Instructions; you do not become\na party to the Agreement.\n\n         16. You shall be entitled to employ such legal counsel and other\nexperts (including without limitation the firm of Cooley Godward LLP) as you may\ndeem necessary properly to advise you in connection with your obligations\nhereunder. You may rely upon the advice of such counsel, and may pay such\ncounsel reasonable compensation therefor. The Company shall be responsible for\nall fees generated by such legal counsel in connection with your obligations\nhereunder.\n\n         17. This instrument shall be binding upon and inure to the benefit of\nthe parties hereto and their respective successors and permitted assigns. It is\nunderstood and agreed that references to \"you\" or \"your\" herein refer to the\noriginal Escrow Agent and to any and all successor Escrow Agents. It is\nunderstood and agreed that the Company may at any time or from time to time\nassign its rights under the Agreement and these Joint Escrow Instructions in\nwhole or in part.\n\n\n\n                                       3.\n\n\n         18. This Agreement shall be governed by and interpreted and determined\nin accordance with the laws of the State of California, as such laws are applied\nby California courts to contracts made and to be performed entirely in\nCalifornia by residents of that state.\n\n                                        Very truly yours,\n\n                                        EGREETINGS NETWORK, INC.\n\n\n                                        By:       \n                                           -----------------------------------\n                                        Title:       \n                                              --------------------------------\n\n\n                                        PURCHASER:\n     \n                                        --------------------------------------\n\n\nESCROW AGENT:\n\n-----------------------------------\n\n\n                                       4.\n\n\n                                    EXHIBIT D\n\n                                 PROMISSORY NOTE\n\n\n\n\n\n\n\n                                 PROMISSORY NOTE\n\n\n$555,000.00                                           San Francisco, California\n                                                      Date:____________________\n\n\n         FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to\npay to the order of EGREETINGS NETWORK, INC., a California corporation (the\n\"Company\"), at 501 Second Street, Suite 104, San Francisco, California, or at\nsuch other place as the holder hereof may designate in writing, in lawful money\nof the United States of America and in immediately available funds, the\nprincipal sum of Five Hundred Fifty-Five Thousand Dollars ($555,000.00) together\nwith interest accrued from the date hereof on the unpaid principal at the rate\nof six percent (6%) per annum, or the maximum rate permissible by law (which\nunder the laws of the State of California shall be deemed to be the laws\nrelating to permissible rates of interest on commercial loans), whichever is\nless, as follows:\n\n         PRINCIPAL REPAYMENT. The outstanding principal amount hereunder shall\n         be due and payable in full on the fifth (5th) anniversary of the date\n         of this Note; and\n\n         INTEREST PAYMENTS. Interest shall be payable in arrears on each\n         Principal Repayment Date and shall be calculated on the basis of a\n         360-day year for the actual number of days elapsed;\n\nprovided, however, that in the event that the undersigned's employment by or\nassociation with the Company or its Affiliate is terminated for any reason prior\nto payment in full of this Note, this Note shall be accelerated and all\nremaining unpaid principal and interest shall become due and payable immediately\nafter such termination.\n\n         If the undersigned fails to pay any of the principal and accrued\ninterest when due, the Company, at its sole option, shall have the right to\naccelerate this Note, in which event the entire principal balance and all\naccrued interest shall become immediately due and payable, and immediately\ncollectible by the Company pursuant to applicable law.\n\n         This Note may be prepaid at any time without penalty. All money paid\ntoward the satisfaction of this Note shall be applied first to the payment of\ninterest as required hereunder and then to the retirement of the principal.\n\n         The full amount of this Note is secured by a pledge of shares of Common\nStock of the Company, and is subject to all of the terms and provisions of the\nEarly Exercise Stock Purchase Agreement and Stock Pledge Agreement of even date\nherewith between the undersigned and the Company.\n\n         The undersigned hereby represents and agrees that the amounts due under\nthis Note are not consumer debt, and are not incurred primarily for personal,\nfamily or household purposes, but are for business and commercial purposes only.\n\n\n\n                                       1.\n\n\n         The undersigned hereby waives presentment, protest and notice of\nprotest, demand for payment, notice of dishonor and all other notices or demands\nin connection with the delivery, acceptance, performance, default or endorsement\nof this Note.\n\n         The holder hereof shall be entitled to recover, and the undersigned\nagrees to pay when incurred, all costs and expenses of collection of this Note,\nincluding without limitation, reasonable attorneys' fees.\n\n         This Note shall be governed by, and construed, enforced and interpreted\nin accordance with, the laws of the State of California, excluding conflict of\nlaws principles that would cause the application of laws of any other\njurisdiction.\n\n\n\n                                              Signed                      \n                                                     ---------------------------\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       2.\n\n\n                                    EXHIBIT E\n\n                                PLEDGE AGREEMENT\n\n\n\n\n\n\n\n                             STOCK PLEDGE AGREEMENT\n\n\n         This STOCK PLEDGE AGREEMENT (\"Pledge Agreement\") is made by Andrew\nMoley (\"Pledgor\"), in favor of EGREETINGS NETWORK, INC., a California\ncorporation with its principal place of business at 501 Second Street, Suite\n104, San Francisco, California (\"Pledgee\").\n\n         WHEREAS, Pledgor has concurrently herewith executed that certain\nPromissory Note (the \"Note\") in favor of Pledgee in the amount of Five Hundred\nFifty-Five Thousand Dollars ($555,000.00) in payment of the purchase price of\nthree hundred thousand (300,000) shares of the Common Stock of Pledgee; and\n\n         WHEREAS, Pledgee is willing to accept the Note from Pledgor, but only\nupon the condition, among others, that Pledgor shall have executed and delivered\nto Pledgee this Pledge Agreement and the Collateral (as defined below):\n\n         NOW, THEREFORE, in consideration of the foregoing recitals and for\nother good and valuable consideration, the receipt and adequacy of which are\nhereby acknowledged, and intending to be legally bound, Pledgor hereby agrees as\nfollows:\n\n         1. As security for the full, prompt and complete payment and\nperformance when due (whether by stated maturity, by acceleration or otherwise)\nof all indebtedness of Pledgor to Pledgee created under the Note (all such\nindebtedness being the \"Liabilities\"), together with, without limitation, the\nprompt payment of all expenses, including, without limitation, reasonable\nattorneys' fees and legal expenses, incidental to the collection of the\nLiabilities and the enforcement or protection of Pledgee's lien in and to the\ncollateral pledged hereunder, Pledgor hereby pledges to Pledgee, and grants to\nPledgee, a first priority security interest in all of the following\n(collectively, the \"Pledged Collateral\"):\n\n               (a) Three hundred thousand (300,000) shares of Common Stock of\nPledgee represented by Certificates numbered ______ (the \"Pledged Shares\"), and\nall dividends, cash, instruments, and other property or proceeds from time to\ntime received, receivable, or otherwise distributed in respect of or in exchange\nfor any or all of the Pledged Shares;\n\n               (b) all voting trust certificates held by Pledgor evidencing the\nright to vote any Pledged Shares subject to any voting trust; and\n\n               (c) all additional shares and voting trust certificates from time\nto time acquired by Pledgor in any manner (which additional shares shall be\ndeemed to be part of the Pledged Shares), and the certificates representing such\nadditional shares, and all dividends, cash, instruments, and other property or\nproceeds from time to time received, receivable, or otherwise distributed in\nrespect of or in exchange for any or all of such shares.\n\n         The term \"indebtedness\" is used herein in its most comprehensive sense\nand includes any and all advances, debts, obligations and Liabilities\nheretofore, now or hereafter made, incurred or created, whether voluntary or\ninvoluntary and whether due or not due, absolute or contingent, liquidated or\nunliquidated, determined or undetermined, and whether recovery upon such\nindebtedness may be or hereafter becomes unenforceable.\n\n\n\n                                       1.\n\n\n         2. At any time, without notice, and at the expense of Pledgor, Pledgee\nin its name or in the name of its nominee or of Pledgor may, but shall not be\nobligated to: (1) collect by legal proceedings or otherwise all dividends\n(except cash dividends other than liquidating dividends), interest, principal\npayments and other sums now or hereafter payable upon or on account of said\nPledged Collateral; (2) enter into any extension, reorganization, deposit,\nmerger or consolidation agreement, or any agreement in any wise relating to or\naffecting the Pledged Collateral, and in connection therewith may deposit or\nsurrender control of such Pledged Collateral thereunder, accept other property\nin exchange for such Pledged Collateral and do and perform such acts and things\nas it may deem proper, and any money or property received in exchange for such\nPledged Collateral shall be applied to the indebtedness or thereafter held by it\npursuant to the provisions hereof; (3) insure, process and preserve the Pledged\nCollateral; (4) cause the Pledged Collateral to be transferred to its name or to\nthe name of its nominee; (5) exercise as to such Pledged Collateral all the\nrights, powers and remedies of an owner, except that so long as no default\nexists under the Note or hereunder Pledgor shall retain all voting rights as to\nthe Pledged Shares.\n\n         3. Pledgor agrees to pay prior to delinquency all taxes, charges, liens\nand assessments against the Pledged Collateral, and upon the failure of Pledgor\nto do so, Pledgee at its option may pay any of them and shall be the sole judge\nof the legality or validity thereof and the amount necessary to discharge the\nsame.\n\n         4. At the option of Pledgee and without necessity of demand or notice,\nall or any part of the indebtedness of Pledgor shall immediately become due and\npayable irrespective of any agreed maturity, upon the happening of any of the\nfollowing events: (1) failure to keep or perform any of the terms or provisions\nof this Pledge Agreement; (2) failure to pay any installment of principal or\ninterest on the Note when due; (3) the levy of any attachment, execution or\nother process against the Pledged Collateral; or (4) the insolvency, commission\nof an act of bankruptcy, general assignment for the benefit of creditors, filing\nof any petition in bankruptcy or for relief under the provisions of Title 11 of\nthe United States Code of, by, or against Pledgor.\n\n         5. In the event of the nonpayment of any indebtedness when due, whether\nby acceleration or otherwise, or upon the happening of any of the events\nspecified in the last preceding section, Pledgee may then, or at any time\nthereafter, at its election, apply, set off, collect or sell in one or more\nsales, or take such steps as may be necessary to liquidate and reduce to cash in\nthe hands of Pledgee in whole or in part, with or without any previous demands\nor demand of performance or notice or advertisement, the whole or any part of\nthe Pledged Collateral in such order as Pledgee may elect, and any such sale may\nbe made either at public or private sale at its place of business or elsewhere,\nor at any broker's board or securities exchange, either for cash or upon credit\nor for future delivery; provided, however, that if such disposition is at\nprivate sale, then the purchase price of the Pledged Collateral shall be equal\nto the public market price then in effect, or, if at the time of sale no public\nmarket for the Pledged Collateral exists, then, in recognition of the fact that\nthe sale of the Pledged Collateral would have to be registered under the\nSecurities Act of 1933 and that the expenses of such registration are\ncommercially unreasonable for the type and amount of collateral pledged\nhereunder, Pledgee and Pledgor hereby agree that such private sale shall be at a\npurchase price mutually agreed to by Pledgee and Pledgor or, if the parties\ncannot agree upon a purchase price, then at a purchase price established by a\nmajority of three independent appraisers knowledgeable of the value of \n\n\n                                       2.\n\n\nsuch collateral, one named by Pledgor within ten (10) days after written request\nby the Pledgee to do so, one named by Pledgee within such 10-day period, and the\nthird named by the two appraisers so selected, with the appraisal to be rendered\nby such body within thirty (30) days of the appointment of the third appraiser.\nThe cost of such appraisal, including all appraiser's fees, shall be charged\nagainst the proceeds of sale as an expense of such sale. Pledgee may be the\npurchaser of any or all Pledged Collateral so sold and hold the same thereafter\nin its own right free from any claim of Pledgor or right of redemption. Demands\nof performance, notices of sale, advertisements and presence of property at sale\nare hereby waived, and Pledgee is hereby authorized to sell hereunder any\nevidence of debt pledged to it. Any officer or agent of Pledgee may conduct any\nsale hereunder.\n\n         6. The proceeds of the sale of any of the Pledged Collateral and all\nsums received or collected by Pledgee from or on account of such Pledged\nCollateral shall be applied by Pledgee to the payment of expenses incurred or\npaid by Pledgee in connection with any sale, transfer or delivery of the Pledged\nCollateral, to the payment of any other costs, charges, attorneys' fees or\nexpenses mentioned herein, and to the payment of the indebtedness or any part\nhereof, all in such order and manner as Pledgee in its discretion may determine.\nPledgee shall then pay any balance to Pledgor.\n\n         7. Upon the transfer of all or any part of the indebtedness Pledgee may\ntransfer all or any part of the Pledged Collateral and shall be fully discharged\nthereafter from all liability and responsibility with respect to such Pledged\nCollateral so transferred, and the transferee shall be vested with all the\nrights and powers of Pledgee hereunder with respect to such Pledged Collateral\nso transferred; but with respect to any Pledged Collateral not so transferred\nPledgee shall retain all rights and powers hereby given.\n\n         8. Until all indebtedness shall have been paid in full the power of\nsale and all other rights, powers and remedies granted to Pledgee hereunder\nshall continue to exist and may be exercised by Pledgee at any time and from\ntime to time irrespective of the fact that the indebtedness or any part thereof\nmay have become barred by any statute of limitations, or that the personal\nliability of Pledgor may have ceased.\n\n         9. Pledgee agrees that so long as no default exists under the Note or\nhereunder, the Pledged Shares shall, upon the request of Pledgor, be released\nfrom pledge as the indebtedness is paid. Such releases shall be at the rate of\none share for each one dollar and eighty-five cents ($1.85) of principal amount\nof indebtedness paid. Release from pledge, however, shall not result in release\nfrom the provisions of those certain Joint Escrow Instructions, if any, of even\ndate herewith among the parties to this Pledge Agreement and the Escrow Agent\nnamed therein.\n\n         10. Pledgee may at any time deliver the Pledged Collateral or any part\nthereof to Pledgor and the receipt of Pledgor shall be a complete and full\nacquittance for the Pledged Collateral so delivered, and Pledgee shall\nthereafter be discharged from any liability or responsibility therefor.\n\n         11. The rights, powers and remedies given to Pledgee by this Pledge\nAgreement shall be in addition to all rights, powers and remedies given to\nPledgee by virtue of any statute or rule of law. Any forbearance or failure or\ndelay by Pledgee in exercising any right, power or remedy \n\n\n                                       3.\n\n\nhereunder shall not be deemed to be a waiver of such right, power or remedy, and\nany single or partial exercise of any right, power or remedy hereunder shall not\npreclude the further exercise thereof; and every right, power and remedy of\nPledgee shall continue in full force and effect until such right, power or\nremedy is specifically waived by an instrument in writing executed by Pledgee.\n\n         12. If any provision of this Pledge Agreement is held to be\nunenforceable for any reason, it shall be adjusted, if possible, rather than\nvoided in order to achieve the intent of the parties to the extent possible. In\nany event, all other provisions of this Pledge Agreement shall be deemed valid\nand enforceable to the full extent possible.\n\n         13. This Pledge Agreement shall be governed by, and construed in\naccordance with, the laws of the State of California as applied to contracts\nmade and performed entirely within the State of California by residents of such\nState.\n\n\nDated:                                      PLEDGOR\n      ----------------------------\n\n                                            -----------------------------------\n                                            Printed Name:    \n                                                         -----------------------\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7421],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9627],"class_list":["post-43385","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-egreetings-network-inc","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43385","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43385"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43385"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43385"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43385"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}