MORE THAN 50.01% OF
THE COMMON SHARES COLLECTIVELY OWNED BY THE INVESTORS AS OF THE EFFECTIVE DATE
TO A THIRD-PARTY BUYER AND THE APPLICABLE INVESTOR(S) ELECTS TO EXERCISE ITS
RIGHTS UNDER THIS SECTION 7, THE COMPANY SHALL DELIVER WRITTEN NOTICE (A
"DRAG-ALONG NOTICE") TO THE EMPLOYEE, WHICH NOTICE SHALL STATE (I) THAT THE
INVESTOR(S) WISHES TO EXERCISE ITS RIGHTS UNDER THIS SECTION 7 WITH RESPECT TO
SUCH SALE, (II) THE NAME AND ADDRESS OF THE THIRD-PARTY BUYER, (III) THE PER
SHARE AMOUNT AND FORM OF CONSIDERATION THE APPLICABLE INVESTOR(S) PROPOSES TO
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RECEIVE FOR ITS COMMON SHARES, (IV) THE MATERIAL TERMS AND CONDITIONS OF PAYMENT
OF SUCH CONSIDERATION AND ALL OTHER MATERIAL TERMS AND CONDITIONS OF SUCH SALE,
AND (V) THE ANTICIPATED TIME AND PLACE OF THE CLOSING OF THE PURCHASE AND SALE
(A "DRAG-ALONG CLOSING").
(B)
CONDITIONS TO DRAG-ALONG. UPON
DELIVERY OF A DRAG-ALONG NOTICE, THE EMPLOYEE SHALL HAVE THE OBLIGATION TO SELL
AND TRANSFER TO THE THIRD-PARTY BUYER AT THE DRAG-ALONG CLOSING THE PERCENTAGE
OF THE EMPLOYEE'S SHARES EQUAL TO THE PERCENTAGE OF THE COMMON SHARES OWNED BY
THE INVESTOR(S) THAT ARE TO BE SOLD TO THE THIRD-PARTY BUYER (THE "APPLICABLE
PERCENTAGE") ON THE SAME TERMS AS THE APPLICABLE INVESTOR(S), BUT ONLY IF SUCH
INVESTOR(S) SELLS AND TRANSFERS THE APPLICABLE PERCENTAGE OF THE INVESTOR'S
COMMON SHARES TO THE THIRD-PARTY BUYER AT THE DRAG-ALONG CLOSING.
(C)
POWER OF ATTORNEY, CUSTODIAN,
ETC. BY ENTERING INTO THIS AGREEMENT AND PURCHASING THE SHARES, THE EMPLOYEE
HEREBY APPOINTS THE APPLICABLE INVESTOR(S) AND ANY AFFILIATES OF SUCH
INVESTOR(S) SO DESIGNATED BY THE INVESTOR(S) THE EMPLOYEE'S TRUE AND LAWFUL
ATTORNEY-IN-FACT AND CUSTODIAN, WITH FULL POWER OF SUBSTITUTION (THE
"CUSTODIAN"), AND AUTHORIZES THE CUSTODIAN TO TAKE SUCH ACTIONS AS THE CUSTODIAN
MAY DEEM NECESSARY OR APPROPRIATE TO EFFECT THE SALE AND TRANSFER OF THE
APPLICABLE PERCENTAGE OF THE EMPLOYEE'S SHARES TO THE THIRD-PARTY BUYER, UPON
RECEIPT OF THE PURCHASE PRICE THEREFOR AT THE DRAG-ALONG CLOSING, FREE AND CLEAR
OF ALL SECURITY INTERESTS, LIENS, CLAIMS, ENCUMBRANCES, CHARGES, OPTIONS,
RESTRICTIONS ON TRANSFER, PROXIES AND VOTING AND OTHER AGREEMENTS OF WHATEVER
NATURE, AND TO TAKE SUCH OTHER ACTION AS MAY BE NECESSARY OR APPROPRIATE IN
CONNECTION WITH SUCH SALE OR TRANSFER, INCLUDING CONSENTING TO ANY AMENDMENTS,
WAIVERS, MODIFICATIONS OR SUPPLEMENTS TO THE TERMS OF THE SALE (PROVIDED THAT
THE APPLICABLE INVESTOR ALSO SO CONSENTS, AND, TO THE EXTENT APPLICABLE, SELLS
AND TRANSFERS THE APPLICABLE PERCENTAGE OF ITS COMMON SHARES ON THE SAME TERMS
AS SO AMENDED, WAIVED, MODIFIED OR SUPPLEMENTED) AND INSTRUCTS THE SECRETARY OF
THE COMPANY (OR OTHER PERSON HOLDING ANY CERTIFICATES FOR THE SHARES) TO DELIVER
TO THE CUSTODIAN CERTIFICATES REPRESENTING THE APPLICABLE PERCENTAGE OF THE
EMPLOYEE'S SHARES, TOGETHER WITH ALL NECESSARY DULY-EXECUTED STOCK POWERS. IF SO
REQUESTED BY THE APPLICABLE INVESTOR(S) OR THE COMPANY, THE EMPLOYEE WILL
CONFIRM THE PRECEDING SENTENCE IN WRITING IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO SUCH INVESTOR PROMPTLY UPON RECEIPT OF A DRAG-ALONG NOTICE (AND
IN ANY EVENT NO LATER THAN 10 DAYS AFTER RECEIPT OF THE DRAG-ALONG NOTICE).
PROMPTLY