FORM OF
DIVIDENDS OR DISTRIBUTIONS (WHETHER UPON LIQUIDATION OR OTHERWISE) BY THE WP
PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES TO ITS OR THEIR CURRENT OR FORMER
PARTNERS, MEMBERS OR STOCKHOLDERS (AND ANY SUBSEQUENT TRANSFERS BY SUCH CURRENT
OR FORMER PARTNERS, MEMBERS OR STOCKHOLDERS) OR (V) TRANSFERS NOT FOR VALUE;
PROVIDED THAT, IN THE CASE OF CLAUSES (I), (II) AND (V) ABOVE, THE TRANSFEREE
AGREES IN WRITING TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT APPLICABLE TO
THE WP PARTIES BY EXECUTING AND DELIVERING THE JOINDER TO THIS AGREEMENT IN THE
FORM ATTACHED HERETO AS EXHIBIT B.
5.
Drag-Along Right.
(A)
SALES BY THE WP PARTIES.
NOTWITHSTANDING SECTION 4, IF THE WP PARTIES
DETERMINE TO TRANSFER AT LEAST 50%, IN THE AGGREGATE, OF THE EQUIVALENT SHARES
THEN HELD BY THE WP PARTIES TO A PROPOSED PURCHASER (THE "PROPOSED PURCHASER"),
EXCEPT AS SET FORTH IN SECTION 5(E) (A "DRAG-ALONG SALE"), THEN UPON THE REQUEST
OF THE WP PARTIES, EACH OTHER SHAREHOLDER WILL SELL TO SUCH PROPOSED PURCHASER A
NUMBER OF EQUIVALENT SHARES HELD BY SUCH OTHER SHAREHOLDER EQUAL TO THE PRODUCT
OF (I) THE AGGREGATE NUMBER OF EQUIVALENT SHARES THEN HELD BY SUCH OTHER
SHAREHOLDER MULTIPLIED BY (II) THE DRAG-ALONG PERCENTAGE.
THE TERMS AND
CONDITIONS OF SUCH DRAG-ALONG SALE SHALL BE ON THE SAME TERMS AND CONDITIONS AS
SUCH TRANSFER BY THE WP PARTIES, INCLUDING WITHOUT LIMITATION, SALE PRICE WITH
RESPECT TO THE SAME TYPE OF SECURITIES, REPRESENTATIONS AND WARRANTIES,
COVENANTS AND INDEMNIFICATION OBLIGATIONS; PROVIDED, HOWEVER, THAT (I) THE SALE
PRICE WITH RESPECT TO ANY PREFERRED STOCK OF THE COMPANY, TAKING INTO ACCOUNT
ANY PURCHASE PRICE ADJUSTMENTS PROVIDED FOR IN THE DRAG-ALONG SALE, SHALL BE THE
GREATER OF (X) THE AMOUNT THAT THE HOLDER THEREOF WOULD BE ENTITLED TO RECEIVE
UPON A LIQUIDATION OR DEEMED LIQUIDATION OF THE COMPANY IN ACCORDANCE WITH THE
COMPANY'S CERTIFICATE OF INCORPORATION ASSUMING THE COMPANY HAD THE ABILITY TO
PAY THE FULL AMOUNT PROVIDED FOR IN THE CERTIFICATE OF INCORPORATION WITH
RESPECT TO A LIQUIDATION OR DEEMED LIQUIDATION AND (Y) THE AMOUNT THAT THE
HOLDER THEREOF WOULD RECEIVE FOR THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION OF THE PREFERRED STOCK IN ACCORDANCE WITH ITS TERMS, WITH THE
PRICE TO BE RECEIVED PER SHARE OF COMMON STOCK CALCULATED USING THE SAME PRICE
PAID FOR SHARES OF COMMON STOCK IN THE DRAG-ALONG SALE, AND (II) THE
INDEMNIFICATION OBLIGATIONS SHALL BE SEVERAL, AND NOT JOINT AND
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SEVERAL, AND SHALL BE APPORTIONED AMONG THE PARTIES IN PROPORTION TO THE AMOUNT
OF CONSIDERATION RECEIVED BY EACH PARTY IN REVERSE ORDER OF THE SENIORITY
PROVIDED FOR IN THE LIQUIDATION PROVISIONS OF THE COMPANY'S CERTIFICATE OF
INCORPORATION (I.E., SHALL BE ALLOCATED FIRST TO THE COMMON STOCK AND SECOND TO
THE PREFERRED STOCK) AND, IN ANY EVENT, SHALL BE LIMITED TO THE CONSIDERATION
RECEIVED BY SUCH PARTY PURSUANT TO SUCH TRANSACTION.
(B)
NOTICE.
PRIOR TO MAKING ANY DRAG-ALONG SALE, THE WP PARTIES SHALL, IF
THEY DETERMINE TO REQUIRE THAT OTHER SHAREHOLDERS PARTICIPATE IN SUCH TRANSFER,
PROVIDE EACH OTHER