NOTE HELD TAYLOR OR ISSUED TO ANY PERMITTED
TRANSFEREE IN CONNECTION WITH A TRANSFER PERMITTED BY SECTION 3 HEREOF SHALL BE
ENDORSED WITH A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF
A CERTAIN RIGHT OF FIRST REFUSAL AGREEMENT BY AND AMONG THE COMPANY, THE HOLDER,
4
AND CERTAIN OTHER HOLDERS OF EQUITY SECURITIES OF THE COMPANY.
COPIES OF SUCH
AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.
(B)
TAYLOR AGREES THAT THE COMPANY MAY INSTRUCT
ITS TRANSFER AGENT TO IMPOSE TRANSFER RESTRICTIONS ON THE SHARES REPRESENTED BY
CERTIFICATES BEARING THE LEGEND REFERRED TO ABOVE TO ENFORCE THE PROVISIONS OF
THIS AGREEMENT, AND THE COMPANY AGREES TO PROMPTLY DO SO.
THE LEGEND SHALL BE
REMOVED UPON TERMINATION OF THIS AGREEMENT AT THE REQUEST OF THE HOLDER.
5.
Miscellaneous.
(A)
TERM.
THIS AGREEMENT SHALL TERMINATE UPON
THE EARLIER OF (I) THE CONSUMMATION OF THE COMPANY'S INITIAL PUBLIC OFFERING,
AND (II) THE CONSUMMATION OF ANY TRANSACTION REGARDING OR PROVIDING FOR THE SALE
OR OTHER TRANSFER OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (OTHER THAN A
TRANSFER TO A WHOLLY-OWNED SUBSIDIARY), OR ANY MERGER, CONSOLIDATION,
REORGANIZATION OR OTHER TRANSACTION WHERE THE HOLDERS OF EQUITY SECURITIES OF
THE COMPANY (INCLUDING ANY CONVERTIBLE PROMISSORY NOTES) IMMEDIATELY PRIOR TO
SUCH TRANSACTION HOLD LESS THAN A MAJORITY OF THE EQUITY SECURITIES OF THE
SURVIVING, SUCCEEDING OR RESULTING ENTITY IMMEDIATELY FOLLOWING SUCH
TRANSACTION.
(B)
DISPUTE RESOLUTION.
ANY UNRESOLVED
CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEPT AS
(I) OTHERWISE PROVIDED IN THIS AGREEMENT, OR (II) ANY SUCH CONTROVERSIES OR
CLAIMS FOR WHICH A PROVISIONAL REMEDY OR EQUITABLE RELIEF IS SOUGHT, SHALL BE
SUBMITTED TO ARBITRATION BY ONE ARBITRATOR MUTUALLY AGREED UPON BY THE PARTIES,
AND IF NO AGREEMENT CAN BE REACHED WITHIN THIRTY (30) DAYS AFTER NAMES OF
POTENTIAL ARBITRATORS HAVE BEEN PROPOSED BY THE AMERICAN ARBITRATION ASSOCIATION
(THE "AAA"), THEN BY ONE ARBITRATOR HAVING REASONABLE EXPERIENCE IN CORPORATE
FINANCE TRANSACTIONS OF THE TYPE PROVIDED FOR IN THIS AGREEMENT AND WHO IS
CHOSEN BY THE AAA.
THE ARBITRATION SHALL TAKE PLACE IN BOSTON, MASSACHUSETTS,
IN ACCORDANCE WITH THE AAA RULES THEN IN EFFECT, AND JUDGMENT UPON ANY AWARD
RENDERED IN SUCH ARBITRATION WILL BE BINDING AND MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION THEREOF.
THERE SHALL BE LIMITED DISCOVERY PRIOR TO THE
ARBITRATION HEARING AS FOLLOWS:
(A) EXCHANGE OF WITNESS LISTS AND COPIES OF
DOCUMENTARY EVIDENCE AND DOCUMENTS RELATING TO OR ARISING OUT OF THE ISSUES TO
BE ARBITRATED, (B) DEPOSITIONS OF ALL PARTY WITNESSES AND (C) SUCH OTHER
DEPOSITIONS AS MAY BE ALLOWED BY THE ARBITRATORS UPON A SHOWING OF GOOD CAUSE.
DEPOSITIONS SHALL BE CONDUCTED IN ACCORDANCE WITH THE MASSACHUSETTS CODE OF
CIVIL PROCEDURE, THE ARBITRATOR SHALL BE REQUIRED TO PROVIDE IN WRITING TO THE
PARTIES THE BASIS FOR THE AWARD OR ORDER OF SUCH ARBITRATOR, AND A COURT
REPORTER SHALL