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 AFTER THE DRAG-ALONG CLOSING, THE CUSTODIAN SHALL
GIVE NOTICE THEREOF TO THE EMPLOYEE AND SHALL REMIT TO THE EMPLOYEE THE NET
PROCEEDS OF SUCH SALE (REDUCED BY ANY AMOUNT REQUIRED TO BE HELD IN ESCROW
6
PURSUANT TO THE TERMS OF THE PURCHASE AND SALE AGREEMENT AND ANY OTHER
EXPENSES).
(D)
THE INVESTORS ARE THIRD-PARTY BENEFICIARIES; REMEDIES. THE
EMPLOYEE ACKNOWLEDGES AND AGREES THAT ANY OF THE INVESTORS THAT TAKES ACTION
PURSUANT TO THIS SECTION 6 IS AN INTENDED THIRD-PARTY BENEFICIARY OF THIS
SECTION 6, AS IF SUCH INVESTOR WERE A PARTY TO THIS AGREEMENT DIRECTLY.
FOLLOWING A BREACH OR A THREATENED BREACH BY THE EMPLOYEE OF THE PROVISIONS OF
THIS SECTION 6, THE APPLICABLE INVESTOR MAY OBTAIN AN INJUNCTION GRANTING IT
SPECIFIC PERFORMANCE OF THE EMPLOYEE'S OBLIGATIONS UNDER THIS SECTION 6. WHETHER
OR NOT THE APPLICABLE INVESTOR OBTAINS SUCH AN INJUNCTION, AND WHETHER OR NOT
THE TRANSACTION WITH RESPECT TO WHICH THE DRAG-ALONG NOTICE RELATES IS
CONSUMMATED, FOLLOWING SUCH A BREACH OR THREATENED BREACH BY THE EMPLOYEE THE
COMPANY SHALL HAVE THE OPTION TO PURCHASE ANY OR ALL OF THE EMPLOYEE'S SHARES AT
A PURCHASE PRICE PER SHARE EQUAL TO THE LESSER OF THE PRICE AT WHICH THE
EMPLOYEE PURCHASED SUCH SHARES FROM THE COMPANY OR THE PER SHARE CONSIDERATION
PAYABLE PURSUANT TO THE DRAG-ALONG OFFER. THE PRECEDING SENTENCE SHALL NOT LIMIT
THE COMPANY'S OR THE INVESTORS' RIGHTS TO RECOVER DAMAGES (OR THE AMOUNT
THEREOF) FROM THE EMPLOYEE.
(E)
EXPIRATION ON A PUBLIC MARKET.