SAME PRICE AND ON THE SAME TERMS AND CONDITIONS AS SET FORTH
IN THE SALE NOTICE, AN AMOUNT OF SHARES EQUAL TO THE PRODUCT OF (I) THE QUOTIENT
DETERMINED BY DIVIDING (A) THE PERCENTAGE OF THE COMPANY'S THEN OUTSTANDING
COMMON SHARES REPRESENTED BY THE SHARES THEN HELD BY THE EMPLOYEE BY (B) THE
AGGREGATE PERCENTAGE OF THE COMPANY'S THEN OUTSTANDING COMMON SHARES REPRESENTED
BY THE COMMON SHARES THEN HELD BY THE INVESTOR(S) PARTICIPATING IN THE SALE OR
OTHER TRANSFER DESCRIBED IN THE SALE NOTICE AND ALL HOLDERS OF COMMON SHARES
ELECTING TO PARTICIPATE IN SUCH SALE AND (II) THE NUMBER OF COMMON SHARES THE
PROSPECTIVE TRANSFEREE HAS AGREED TO PURCHASE IN THE CONTEMPLATED TRANSACTION.
(C)
CERTAIN MATTERS RELATING TO THE INVESTORS. THE COMPANY WILL USE
ITS COMMERCIALLY REASONABLE BEST EFFORTS TO CAUSE THE INVESTORS TO CONDUCT ANY
SALE THAT IS WITHIN THE SCOPE OF THIS SECTION 5 IN A MANNER CONSISTENT WITH THIS
SECTION 5. IF THE COMPANY IS NOT ABLE TO DO SO OR FAILS TO GIVE THE SALE NOTICE
TO THE EMPLOYEE AS PRESCRIBED IN SECTION 5(A), THE EMPLOYEE'S SOLE REMEDY SHALL
BE AGAINST THE COMPANY.
(D)
EXPIRATION UPON A PUBLIC OFFERING. THE PROVISIONS OF THIS
SECTION 5 SHALL TERMINATE UPON THE CONSUMMATION OF A PUBLIC OFFERING.
SECTION 6.
"DRAG-ALONG" RIGHTS
(A)
DRAG-ALONG NOTICE. IF ANY OF THE INVESTORS (WHETHER ACTING ALONE
OR JOINTLY WITH ONE OR MORE OF THE OTHER INVESTORS) INTENDS TO SELL OR OTHERWISE
TRANSFER, OR ENTER INTO AN AGREEMENT TO SELL OR OTHERWISE TRANSFER, FOR CASH OR
OTHER CONSIDERATION, 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 6, 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 6 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
5
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