FOUNDER STOCK PURCHASE AGREEMENT
This Founder Stock Purchase Agreement is dated as of the 23rd day
of
December, 1997 (the "Effective Date") by and between MachOne
Communications,
Inc., a California corporation (the "Company"), and Peter D. Olson
("Founder").
WITNESSETH:
WHEREAS, Founder is a founder and a key employee of the Company.
WHEREAS, the Company desires to issue and the Founder desires to
acquire
stock of the Company as herein described, on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, IT IS AGREED between the parties as follows:
1. Number of Shares and Price Per Share. The Founder hereby agrees
to
purchase from the Company and the Company agrees to sell to the Founder
2,331,000 shares of the Company's Common Stock (the "Stock") with a fair
market
value of $2,331.00 (or $0.001 per share). The consideration for the
Stock (the
"Purchase Price") will be paid by Purchaser in cash by check or by
promissory
note concurrent with the execution of this Agreement against the
Company's
delivery of a stock certificate evidencing the Stock.
2. Unvested Share Repurchase Option. The Company shall have the
option
(the "Unvested Share Repurchase Option") to reacquire any shares
purchased
pursuant to this Agreement which have not vested in the Founder pursuant
to
subsection 2(a) (the "Unvested Shares") under the terms set forth in
this
Section 2.
(a) Vesting of Shares. The "Initial Vesting Date" shall be
October 3,
1997. The shares of Stock purchased by the Founder will vest (the
"Vested
Shares") on and after the Initial Vesting Date in accordance with the
following
formula:
Date Number of Shares Vested
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On the Initial Vesting Date 801,276 shares of Stock will
vest
For each of the following full months An additional 1.5625% of the
of the Company's continuous Stock will vest (36,422
employment of Founder following shares) for each full month of
the Effective Date service,
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Provided that the aggregate number of shares of Stock constituting
Vested
Shares may not exceed 2,331,000 shares (as adjusted for stock splits and
the
like). In the event a fraction of a share is vested, the number of
vested shares
shall be rounded to the nearest whole number.
(b) Exercise of Unvested Share Repurchase Option. If the
Founder's
employment with the Company is terminated for any reason, with or
without cause,
voluntarily or involuntarily, including termination due to death or
disability
(as defined below), or if the Founder or the Founder's legal
representative
attempts to dispose of any Unvested Shares other than as allowed in this
Agreement the Company may exercise the Unvested Share Repurchase Option
by
written notice to the Escrow Agent (as defined in Section 8) and to the
Founder
or the Founder's legal representative within 60 days after such
termination or
after the Company has received notice of the attempted disposition.
(c) Payment for Shares and Return of Shares. Payment by the
Company to
the Escrow Agent on behalf of the Founder or the Founder's legal
representative
shall be made in cash within 60 days after the date of the mailing of
the
written notice of exercise of the Unvested Share Repurchase Option. For
purposes
of the foregoing, cancellation of any promissory note of the Founder to
the
Company shall be treated as payment to the Founder in cash to the extent
of the
unpaid principal and any accrued interest canceled. The purchase price
per share
being purchased by the Company pursuant to the Unvested Share Repurchase
Option
shall be $0.001 per share, adjusted appropriately to reflect any stock
split,
stock dividend, recapitalization, etc. Within 30 days after payment by
the
Company, the Escrow Agent shall give the shares which the Company has
purchased
to the Company and shall give the payment received from the Company to
the
Founder.
(d) Early Termination of Unvested Share Repurchase Option. The
other
provisions of Section 2 notwithstanding, upon any Transfer of Control
(as
defined below), the Unvested Share Repurchase Option shall terminate as
of a
date prior to the Transfer of Control, as the Board so determines, or if
no such
determination is made, two days prior to the closing of the transaction
involving the Transfer of Control. Any such termination that was
permissible
solely by reason of this subsection 2(d) shall be conditioned upon the
consummation of the Transfer of Control. For purposes of this subsection
2(d), a
Transfer of Control shall be deemed to have occurred upon any of the
following
events: (i) the direct or indirect sale or exchange by the shareholders
of the
Company of all or substantially all of the stock of the Company where
the
shareholders of the Company before such sale or exchange do not retain,
directly
or indirectly, at least a majority of the beneficial interest in the
voting
stock of the Company; (ii) a merger in which the shareholders of the
Company
before the merger do not retain, directly or indirectly, at least a
majority of
the beneficial interest in the voting stock of the Company; or (iii) the
sale,
exchange, or transfer of all or substantially all of the Company's
assets (other
than a sale, exchange, or transfer to one or more corporations where the
shareholders of the Company before such sale, exchange, or transfer
retain,
directly or indirectly, at least a majority of the beneficial interest
in the
voting stock of the corporation(s) to which the assets were
transferred).
(e) Transfers Not Subject to the Unvested Share Repurchase
Option. The
Unvested Share Repurchase Option shall not apply to a transfer of shares
of the
Stock to the Founder's ancestors, descendants or spouse or to a trustee
for
their benefit or the benefit of the
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Founder, provided that such transferee shall agree in writing (in a form
satisfactory to the Company) to take the shares of the Stock subject to
all the
terms and conditions of this Section 2.
(f) Assignment of Unvested Share Repurchase Option. The
Company may
assign the Unvested Share Repurchase Option to one or more persons, who
shall
have the right to exercise the Unvested Share Repurchase Option in his
or her
own name for his or her own account.
3. Right of First Refusal. Before any shares of the Stock
registered in the
name of Founder may be sold or transferred (including transfer by
operation of
law), such shares shall first be offered to the Company, which will have
the
right to purchase all or any part of such shares proposed to be
transferred
("Right of First Refusal"), in the following manner:
(a) Transfer Notice. The Founder or his or her legal
representative
shall first give written notice (the "Transfer Notice") of any proposed
transfer
to the Company. The Transfer Notice shall name the proposed transferee,
state
the number of shares of Stock to be transferred, the price per share and
all
other terms of the offer. The Transfer Notice shall be signed by the
Founder or
his or her representative and the prospective transferee and must
constitute a
binding agreement for the transfer of the Stock subject only to the
Right of
First Refusal.
(b) Bona Fide Determination. Within 30 days of delivery of the
Transfer notice, the Company's Board of Directors shall determine the
bona fide
nature of the proposed transfer and give the Founder written notice of
its
determination. If the proposed transfer is deemed to be bona fide, the
remaining
subsections of this section shall apply to the sale. If the proposed
transfer is
deemed not to be bona fide, the Founder will be responsible for
providing
additional information to the Board to show the bona fide nature of the
proposed
transfer and no Stock will be transferred on the books of the Company
until the
Board has approved the proposed transfer as bona fide.
(c) Failure to Exercise; Exercise. If the Company elects not
to or
fails to exercise in full the Right of First Refusal within 30 days from
the
later of the date the Transfer Notice is delivered to the Company or 30
days
after the date the transfer is determined to be bona fide (if the
Founder is
required to provide additional information as provided in Section 3(b)),
the
Founder may, by the later of 60 days after the delivery of the Transfer
Notice
to the Company or 30 days after the date the transfer is determined to
be bona
fide (if the Founder is required to provide additional information as
provided
in Section 3(b)), conclude a transfer of the shares of Stock subject to
the
Transfer Notice which have not been purchased by the Company pursuant to
exercise of the Right of First Refusal on the terms and conditions
described in
the Transfer Notice. Any proposed transfer on terms and conditions
different
from those described in the Transfer Notice, as well as any subsequent
proposed
transfer by the Founder, shall again be subject to the Right of First
Refusal
and shall require compliance by the Founder with the procedure described
in this
Section 3. If the Company exercises the Right of First Refusal, the
parties
shall consummate the sale of shares of Stock on the terms set forth in
the
Transfer Notice by the later of 60 days after the delivery of the
Transfer
Notice to the Company or 30 days after the date the transfer is
determined to be
bona fide (if the Purchaser is required to provide additional
information as
provided in Section 3(b)); provided, however, in the event the Transfer
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Notice provides for the payment for the shares of Stock other than in
cash, the
Company shall have the option of paying for the shares of Stock by the
discounted cash equivalent of the consideration described in the
Transfer Notice
as reasonably determined by the Company.
(d) Condition to Transfer. All transferees of shares of Stock
or any
interest therein other than the Company shall be required as a condition
of such
transfer to agree in writing (in a form satisfactory to the Company)
that they
will receive and hold such shares of Stock or interests subject to the
provisions of this Agreement, including the Right of First Refusal.
(e) Assignment of Right of First Refusal. The Company may
assign the
Right of First Refusal to one or more persons, who shall have the right
to
exercise the Right of First Refusal in his or her own name for his or
her own
account.
(f) Termination. The Right of First Refusal will terminate
upon the
closing of a firm commitment underwritten public offering to the public
of the
Company's Common Stock pursuant to a registration statement under the
Securities
Act of 1933, as amended (the "IPO").
(g) Transfer Not Subject to Right of First Refusal. The Right
of First
Refusal shall not apply to a transfer of shares of the Stock to the
Founder's
ancestors, descendants or spouse or to a trustee for their benefit or
the
benefit of the Founder, provided that such transferee shall agree in
writing (in
a form satisfactory to the Company) to take the shares of Stock subject
to all
the terms and conditions of this Section 3.
4. Piggyback Registration Rights.
(a) If the Company shall determine to register any of its
securities
either for its own account or the account of a shareholder(s) exercising
demand
registration rights, other than a registration relating solely to
employee
benefit plans, or a registration relating solely to a transaction
pursuant to
Rule 145 promulgated under the Securities Act of 1933, or a registration
on any
registration form which does not permit secondary sales or does not
include
substantially the same information as would be required to be included
in a
registration statement covering the sale of the Stock, the Company will
promptly
give to the Founder written notice thereof and include in such
registration (and
any related qualification under blue sky laws), and in any underwriting
involved
therein, the number of Vested Shares specified in a written request made
by the
Founder within fifteen (15) days after receipt of such written notice
from the
Company, except as set forth in Section 4(b) below.
(b) If the registration of which the Company gives notice is
for a
registered public offering involving an underwriting, the right of any
Founder
to registration shall be conditioned upon the Founder's participation in
such
underwriting and the inclusion of such Founder's Stock in the
underwriting
pursuant to an underwriting agreement in customary form with the
underwriter or
underwriters selected by the Company. Notwithstanding any other
provision of
this Section, if the underwriter reasonably determines that marketing
factors
require a limitation on the number of shares to be underwritten the
underwriter
may exclude some or all
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of the Stock with the number of shares that may be included in the
registration
and underwriting being allocated among the Founder and all other
shareholders
entitled to have securities included in such registration in proportion,
as
nearly as practicable, to the respective amounts of securities which
they had
requested to be included in such registration (provided, however, that
if the
registration is for the account of shareholders exercising demand
registration
rights, the number of shares that may be included by the Founder shall
be cut
back entirely before any limitation on the number of shares that may be
included
by such shareholders).
(c) All expenses of the registration shall be borne by the
Company,
except underwriting discounts and selling commissions applicable to the
sale of
any of Founder's Stock and any other securities of the Company being
sold in the
same registration by other shareholders, which shall be borne by the
Founder and
such other shareholders pro rata on the basis of the number of their
shares
registered.
5. Stock Dividends, etc. If, from time to time, there is any stock
dividend, stock split or other change in the character or amount of any
of the
outstanding stock of the Company, then in such event any and all new
substituted
or additional securities to which Founder is entitled by reason of
Founder's
ownership of Unvested Shares or Stock shall be immediately subject to
the
Unvested Share Repurchase Option or the Right of First Refusal,
respectively,
with the same force and effect as the Unvested Shares or Stock.
6. Consent of Spouse. If the Founder is married on the date of this
Agreement, the Founder's spouse shall execute a Consent of Spouse in the
form of
Exhibit A hereto, effective on the date hereof. Such consent shall not
be deemed
to confer or convey to the spouse any rights in the Stock that do not
otherwise
exist by operation of law or the agreement of the parties. If the
Founder should
marry or remarry subsequent to the date of this Agreement, the Founder
shall
within thirty (30) days thereafter obtain his or her new spouse's
acknowledgment
of and consent to the existence and binding effect of all restrictions
contained
in this Agreement by signing an additional Consent of Spouse in the form
of
Exhibit A.
7. Legends. All certificates representing any shares of Stock
subject to
the provisions of this Agreement shall have endorsed thereon the
following
legends:
(a) "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
A
REPURCHASE OPTION AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE COMPANY OR
ITS
ASSIGNEE SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE
REGISTERED
HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON
FILE AT THE
PRINCIPAL OFFICE OF THIS COMPANY.
(b) "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD,
TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION
STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN
ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN
OPINION OF
COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO
THE
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COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION
IS EXEMPT
FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT."
(c) Any legend required to be placed thereon by the federal or
state
securities authorities.
8. Warranties and Representations. In connection with the
proposed
purchase of the Stock, the Founder hereby agrees, represents and
warrants as
follows:
(a) The Founder is purchasing the Stock solely for his own
account for
investment and not with a view to, or for resale in connection with, any
distribution thereof within the meaning of the Securities Act of 1933 as
amended
(the "Act"). The Founder further represents that he or she does not have
any
present intention of selling, offering to sell or otherwise disposing of
or
distributing the Stock or any portion thereof; and that the entire legal
and
beneficial interest of the Stock he or she is purchasing is being
purchased for,
and will be held for the account of, the Founder only and neither in
whole nor
in part for any other person.
(b) The Founder is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the
Company to
reach an informed and knowledgeable decision to acquire the Stock. The
Founder
further represents and warrants that he or she has discussed the Company
and its
plans, operations and financial condition with its officers, has
received all
such information as he or she deems necessary and appropriate to enable
him or
her to evaluate the financial risk inherent in making an investment in
the Stock
and has received satisfactory and complete information concerning the
business
and financial condition of the Company in response to all inquiries in
respect
thereof.
(c) The Founder realizes that his or her purchase of the Stock
will be
a highly speculative investment, and he is able, without impairing his
financial condition, to hold the Stock for an indefinite period of time
and to
suffer a complete loss on his investment.
(d) The Company has disclosed to the Founder that:
(i) The sale of the Stock has not been registered under
the Act,
and the Stock must be held indefinitely unless a transfer of it is
subsequently
registered under the Act or an exemption from such registration is
available,
and that the Company is under no obligation to register the Stock;
(ii) The Company will make a notation in its records of
the
aforementioned restrictions on transfer and legends.
9. Escrow. As security for his faithful performance of the terms of
this
Agreement and to ensure the availability for delivery of the Stock upon
exercise
of the Unvested Share Repurchase Option and the Right of First Refusal
herein
provided for, the Founder agrees to deliver to and deposit with Gray
Cary Ware &
Freidenrich, a Professional Corporation (the "Escrow Agent"), as Escrow
Agent in
this transaction, two Stock Assignments duly endorsed
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(with date and number of shares blank) in the form attached hereto as
Exhibit B,
together with the certificate or certificates evidencing the Stock. Such
documents shall be held by the Escrow Agent pursuant to the Joint Escrow
Instructions of the Company and the Founder set forth in Exhibit C
attached
hereto and incorporated by this reference, which instructions shall also
be
delivered to the Escrow Agent at the closing hereunder.
10. Transfers in Violation of Agreement. The Company shall not be
required (i) to transfer on its books any shares of Stock of the Company
which
shall have been sold or transferred in violation of any of the
provisions set
forth in this Agreement or (ii) to treat as owner of such shares or to
accord
the right to vote as such owner or to pay dividends to any transferee to
whom
such shares shall have been so transferred.
11. Rights as Shareholder. Subject to the provisions of this
Agreement,
the Founder shall exercise all rights and privileges of a shareholder of
the
Company with respect to the Stock deposited in escrow.
12. Further Instruments. 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.
13. "Market Stand-Off" Agreement. Founder hereby agrees that in
connection with the IPO, during the period of duration (not to exceed
180 days)
specified by the Company and an underwriter of common stock of the
Company
following the effective date of the registration statement of the
Company filed
under the Securities Act with respect to the IPO, he shall not, to the
extent
requested by the Company and such underwriter, directly or indirectly
sell,
offer to sell, contract to sell (including, without limitation, any
short sale),
grant any option to purchase, pledge or otherwise transfer or dispose of
(other
than to donees who agree to be similarly bound) any securities of the
Company
held by him at any time during such period except common stock included
in such
registration. Founder agrees to the terms of any form of such a stand-
off
agreement as approved by the company or the underwriter of the IPO.
14. Notice. Any notice required or permitted hereunder shall be
given in
writing and shall be deemed effectively given upon personal delivery,
upon
deposit in the United States Post Office, by registered or certified
mail with
postage and fees prepaid, or upon delivery to an overnight courier
service
addressed to the other party at the address hereinafter shown below his
signature or at such other address as such party may designate by ten
(10) days'
advance written notice to the other party.
15. Successors and Assigns. This Agreement shall inure to the
benefit
of, and be binding upon, the successors and assigns of each party,
including,
without limitation, in the case of the Founder, Founder's heirs,
executors,
administrators, successors and assigns.
16. Entire Agreement; Amendments. This Agreement, together with the
Exhibits hereto, shall be construed under the laws of the State of
California
(as it applies to agreements between California residents, entered into
and to
be performed entirely within California), and constitutes the entire
agreement
of the parties with respect to the subject matter hereof
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superseding all prior written or oral agreements, and no amendment or
addition
hereto shall be deemed effective unless agreed to in writing by the
parties.
17. Right to Specific Performance. The Founder agrees that the
Company
shall be entitled to a decree of specific performance of the terms
hereof or an
injunction restraining violation of this Agreement, said right to be in
addition
to any other remedies available to the Company.
18. Separability. If any provision of this Agreement is held by a
court
of competent jurisdiction to be invalid, void or unenforceable, the
remaining
provisions shall nevertheless continue in full force and effect without
being
impaired or invalidated in any way and shall be construed in accordance
with the
purposes and tenor and effect of this Agreement.
19. Tax Consequences and Tax Election Notification.
(a) The Founder understands that Section 83 of the Internal
Revenue
Code of 1986, as amended (the "Code") taxes as ordinary income the
difference
between the amount paid for the Stock and the fair market value of the
Stock as
of the date any restrictions on the Stock lapse. In this context
"restriction"
means the right of the Company to buy back the stock pursuant to the
Unvested
Share Repurchase Option. The Founder understands that he or she may
elect to be
taxed at the time the Stock is purchased rather than when and as the
Unvested
Share Repurchase Option expires by filing an election under Section
83(b) of the
Code with the Internal Revenue Service (the "IRS") within 30 days from
the date
of purchase. Even if the fair market value of the Stock equals the
amount paid
for the Stock, the election must be made to avoid adverse tax
consequences in
the future. The Founder understands that failure to make this filing
timely will
result in the recognition of ordinary income by the Founder, as the
Unvested
Share Repurchase Option lapses, on the difference between the purchase
price and
the fair market value of the Stock at the time such restriction lapses.
(b) The Founder understands that the purchase price of the
Stock has
been set by the Board of Directors and that the Company believes this
valuation
is a fair attempt to appraise it. The Founder understands, however, that
if the
Founder files a Section 83(b) election, the Company can give no
assurances that
the purchase price will be accepted as the fair market value of the
Stock by the
IRS, and that the IRS could assert that the value of the Stock on the
Date of
purchase was substantially greater than the purchase price.
If the IRS were to successfully argue in a tax determination
that the
Stock had a value greater than the price paid by the Founder, and the
Founder
has filed a Section 83(b) election, the additional value would
constitute
ordinary income as of the date of its receipt. The additional taxes (and
interest) due would be payable by the Founder. There is no provision for
the
Company to reimburse the Founder for any potential tax liability, and
the
Founder assumes all responsibility for any such liability. If the
additional
value attributed to the Stock was more than 25 percent of the Founder's
gross
income for the year in which that value was taxable, the IRS would have
six
years from the due date for filing of the Founder's the return (or the
actual
filing date of the return if filed thereafter) within which to assess
the
additional tax and interest.
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THE FOUNDER ACKNOWLEDGES THAT IT IS THE FOUNDER'S SOLE
RESPONSIBILITY AND
NOT THE COMPANY'S RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER
SECTION
83(b), EVEN IF THE FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES
TO MAKE
THIS FILING ON THE FOUNDER'S BEHALF. THE FOUNDER FURTHER UNDERSTANDS
THAT ANY
PURPORTED ELECTION PURSUANT TO SECTION 83(b) MUST COMPLY WITH THE
PROVISIONS OF
TREASURY REGULATION SECTION 1.83-2. FOUNDER ACKNOWLEDGES THAT HE HAS
BEEN
ADVISED BY THE COMPANY TO SEEK THE ASSISTANCE OF A TAX ADVISOR IN THIS
MATTER.
(c) The Founder shall notify the Company in writing if Founder
files
an election pursuant to Section 83(b) of the Code. The Company intends,
in the
event it does not receive from Founder evidence of such filing, to claim
a tax
deduction for any amount which would be taxable to Founder in the
absence of
such an election.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of
the day and year first above written.
"FOUNDER" "COMPANY"
Peter D. Olson MachOne Communications, Inc.
/s/ PETER D. OLSON By: /s/ PETER D. OLSON
---------------------------------
---------------------------------
Peter D. Olson
Address: Title: President
-----------------------------
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EXHIBIT A
CONSENT OF SPOUSE
I, ____________ spouse of ___________ acknowledge that I have read
the
Founder Stock Purchase Agreement dated as of ___________ 1997, to which
this
Consent is attached as Exhibit A (the "Agreement") and that I know its
contents.
I am aware that by its provisions the Company has the option to purchase
certain
shares of Stock of the Company which my spouse owns pursuant to the
Agreement
including any interest I might have therein, upon termination of his
employment
under circumstances set forth in the Agreement, and that certain other
restrictions are imposed upon the sale or other disposition of the Stock
during
my spouse's lifetime and in the event of his death.
I agree that my interest, if any, in the Stock subject to the
Agreement
shall be bound by the Agreement and further understand and agree that
any
community property interest I may have in the Stock shall be similarly
bound by
the Agreement.
Signed and Dated: ____________ .
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EXHIBIT B
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, __________ hereby sells, assigns and transfers
unto
________ _______ (____) shares of the Common Stock of MachOne
Communications,
Inc., a California corporation, standing in the undersigned's name on
the books
of said corporation represented by Certificate No. _______ herewith, and
do
hereby irrevocably constitute and appoint __________ attorney to
transfer the
said stock on the books of the said corporation with full power of
substitution
in the premises.
Date: December 23, 1997 By: /s/ PETER D. OLSON
---------------------------------
Peter D. Olson
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EXHIBIT A
CONSENT OF SPOUSE
I, Jane E. Olson, spouse of Peter D. Olson, acknowledge that I have
read
the Founder acknowledge that I have read the Founder Stock Purchase
Agreement
dated as of _________, 1997, to which this Consent is attached as
Exhibit A (the
"Agreement") and that I know its contents. I am aware that by its
provisions the
Company has the option to purchase certain shares of Stock of the
Company which
my spouse owns pursuant to the Agreement including any interest I might
have
there upon termination of his employment under circumstances set forth
in the
Agreement, and that certain other restrictions are imposed upon the sale
or
other disposition of the Stock during my spouse's lifetime and in the
event of
his death.
I agree that my interest if any, in the Stock subject to the
Agreement
shall be bound by the Agreement and further understand and agree that
any
community property interest I may have in the Stock shall be similarly
bound by
the Agreement.
Signed and Dated: /s/ JANE E. OLSON
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EXHIBIT B
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ___________________ hereby sells, assigns and
transfers unto ____________________________ (________) shares of the
Common
Stock of MachOne Communications, Inc., a California corporation,
standing in
the undersigned's name on the books of said corporation represented by
Certificate No. ____ herewith, and do hereby irrevocably constitute and
appoint
______________________ attorney to transfer the said stock on the books
of the
said corporation with full power of substitution in the premises.
Date: ______________________ By: /s/ PETER D. OLSON
--------------------------------
Peter D. Olson
