AND DELIVER ALL DOCUMENTS NECESSARY OR
REASONABLY REQUESTED IN CONNECTION WITH SUCH SALE (AS SPECIFIED IN THE
DRAG-ALONG NOTICE) IN CONNECTION WITH THIS SECTION 3.
(D)
TIME LIMITATION.
IF AT THE END OF THE 90TH DAY
AFTER THE RECEIPT OF THE DRAG-ALONG NOTICE THE DRAG-ALONG SELLERS HAVE NOT
COMPLETED THE PROPOSED TRANSFER, THE DRAG-ALONG NOTICE SHALL BE NULL AND VOID,
AND IT SHALL BE NECESSARY FOR A SEPARATE DRAG-ALONG NOTICE TO BE DELIVERED, AND
THE TERMS AND PROVISIONS OF THIS SECTION 3 SEPARATELY COMPLIED WITH, IN ORDER TO
CONSUMMATE SUCH TRANSFER PURSUANT TO THIS SECTION 3; PROVIDED, THAT SUCH 90 DAY
TIME PERIOD MAY BE EXTENDED AT THE OPTION OF THE DRAG-ALONG SELLERS FOR A
REASONABLE PERIOD OF TIME NOT TO EXCEED AN ADDITIONAL 90 DAYS TO THE EXTENT THAT
THE FAILURE TO COMPLETE THE PROPOSED TRANSFER HAS RESULTED FROM THE FAILURE TO
OBTAIN THE NECESSARY GOVERNMENTAL APPROVALS WITH RESPECT TO THE EXIT SALE.
(E)
INVESTOR EXPENSES.
THE COMPANY WILL PAY THE
REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL (AND SUCH LOCAL COUNSEL AS MAY BE
APPROPRIATE) FOR THE SPECTRUM INVESTORS, COLLECTIVELY, UNTIL SUCH TIME AS THE
SPECTRUM INVESTORS COLLECTIVELY CEASE TO HOLD INVESTOR SHARES REPRESENTING AT
LEAST 25% OF THE INITIAL INVESTOR SHARES HELD BY THE SPECTRUM INVESTORS (AS MAY
BE ADJUSTED FOR STOCK SPLITS, STOCK DIVIDENDS, RECAPITALIZATIONS, PRO-RATA
SELLDOWNS OR SIMILAR EVENTS), AND LEGAL COUNSEL (AND SUCH LOCAL COUNSEL AS MAY
BE APPROPRIATE) FOR EACH OF THE PRINCIPAL INVESTORS, IN CONNECTION WITH ANY
TRANSACTION THAT IS THE SUBJECT OF THIS SECTION 3.
SECTION 4.
TAG-ALONG RIGHTS
(A)
NOTICE.
SUBJECT TO SECTION 4(D) AND AFTER
COMPLYING WITH THE PROVISIONS OF SECTION 2 TO THE EXTENT APPLICABLE, IF AT ANY
TIME (INCLUDING, FOR THE AVOIDANCE OF DOUBT, FOLLOWING THE IPO DATE) A SELLING
INVESTOR (REFERRED TO IN THIS SECTION 4 AS THE "TAG-ALONG SELLER") PROPOSES TO
TRANSFER SHARES HELD BY SUCH TAG-ALONG SELLER TO ANY PERSON OTHER THAN THE
COMPANY (EXCEPT WHERE THE TAG-ALONG SELLER IS A PRINCIPAL INVESTOR AND THE
TRANSFEREE IS THE COMPANY, IN WHICH CASE THE PROVISIONS OF THIS SECTION 4 WILL
APPLY) OR THE NON-SELLING INVESTORS PURSUANT TO SECTION 2, WHETHER IN ONE
TRANSACTION OR IN A SERIES OF RELATED TRANSACTIONS, THEN SUCH TAG-ALONG SELLER
9
SHALL COMPLY WITH THE PROVISIONS OF THIS SECTION 4.
IN ADDITION TO THE
INFORMATION REQUIRED TO BE PROVIDED IN THE TRANSFER NOTICE PURSUANT TO SECTION
1(B), THE TAG-ALONG SELLER SHALL PROVIDE ADDITIONAL INFORMATION WITH RESPECT TO
THE PROPOSED TRANSFER AS REASONABLY REQUESTED BY THE NON-SELLING INVESTORS TO
THE COMPANY.
FOLLOWING RECEIPT OF SUCH ADDITIONAL INFORMATION, THE COMPANY
SHALL PROMPTLY DELIVER SUCH ADDITIONAL INFORMATION TO THE MANAGEMENT
STOCKHOLDERS AND THE NON-SELLING INVESTORS.
(B)
TAG-ALONG RIGHT.
IF THE COMPANY AND THE
NON-SELLING INVESTORS HAVE IN THE AGGREGATE NOT ELECTED TO PURCHASE ALL OF THE
OFFERED SHARES PURSUANT TO SECTION 2, THE COMPANY SHALL GIVE THE NON-SELLING
INVESTORS AND THE MANAGEMENT STOCKHOLDERS, A NOTICE WITHIN TWO (2) BUSINESS DAYS
AFTER THE EXPIRY OF THE INVESTOR ELECTION PERIOD OR THE SECOND INVESTOR ELECTION