DO SO OR FAILS TO GIVE THE SALE NOTICE
TO THE EMPLOYEE AS PRESCRIBED IN SECTION 6(A), THE EMPLOYEE'S SOLE REMEDY SHALL
BE AGAINST THE COMPANY.
(D)
EXPIRATION UPON A PUBLIC OFFERING.
THE PROVISIONS OF THIS SECTION 6
SHALL TERMINATE UPON THE CONSUMMATION OF A PUBLIC OFFERING.
SECTION 7.
"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 STOCK 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,
8
(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 RECEIVE FOR ITS
COMMON STOCK, (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 STOCK 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 (INVESTORS') COMMON STOCK 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
STOCK ON THE SAME TERMS AS