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
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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 7 IS AN INTENDED
THIRD-PARTY BENEFICIARY OF THIS SECTION 7, 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 7, THE APPLICABLE INVESTOR MAY OBTAIN
AN INJUNCTION GRANTING IT SPECIFIC PERFORMANCE OF THE EMPLOYEE'S OBLIGATIONS
UNDER THIS SECTION 7. 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.
THE PROVISIONS OF THIS SECTION 7 SHALL TERMINATE AND CEASE TO HAVE FURTHER
EFFECT UPON THE ESTABLISHMENT OF THE PUBLIC MARKET, PROVIDED THAT SUCH
TERMINATION SHALL NOT AFFECT ANY RIGHT TO RECEIVE OR SEEK DAMAGES OR PURCHASE
SHARES PURSUANT TO SECTION 7(D).
SECTION 8.
RIGHTS OF FIRST REFUSAL
(A)
NOTICE. AT ANY TIME PRIOR TO A
PUBLIC OFFERING, IN ADDITION TO THE TRANSFER RESTRICTIONS SET FORTH IN SECTION 4
AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE EMPLOYEE
MAY NOT TRANSFER ANY SHARES OTHER THAN PURSUANT TO A QUALIFIED OFFER AND IF THE
EMPLOYEE DESIRES TO ACCEPT A QUALIFIED OFFER, THE EMPLOYEE SHALL FIRST GIVE AT
LEAST 60 DAYS' PRIOR WRITTEN NOTICE TO THE COMPANY AND THE INITIAL INVESTORS:
(I)
DESIGNATING THE NUMBER OF
SHARES PROPOSED TO BE TRANSFERRED (THE "OFFERED SHARES");
(II)
NAMING THE PROSPECTIVE
ACQUIROR OF SUCH SHARES; AND
(III)
SPECIFYING THE PRICE AT (THE
"OFFER PRICE") AND TERMS UPON WHICH (THE "OFFER TERMS") THE EMPLOYEE DESIRES TO
TRANSFER SUCH SHARES.
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(B)
RIGHT OF THE COMPANY. DURING THE
30-DAY PERIOD FOLLOWING THE COMPANY'S RECEIPT OF THE EMPLOYEE'S NOTICE PURSUANT
TO SECTION 8(A) (THE "FIRST REFUSAL PERIOD"), THE COMPANY SHALL HAVE THE RIGHT
TO PURCHASE FROM THE EMPLOYEE ALL OR ANY PORTION OF THE OFFERED SHARES, AT THE
OFFER PRICE AND ON THE OFFER TERMS, AND ANY SUCH PURCHASE SHALL BE SETTLED AT
THE TIME AND IN THE MANNER SPECIFIED IN SECTION 8(D) HEREOF. THE COMPANY SHALL
USE ITS REASONABLE EFFORTS TO ACT AS PROMPTLY AS PRACTICABLE FOLLOWING RECEIPT
OF