SHAREHOLDER WITH WRITTEN NOTICE (THE "DRAG-ALONG NOTICE") NOT
LESS THAN 10 DAYS PRIOR TO THE PROPOSED DATE OF THE DRAG-ALONG SALE (THE
"DRAG-ALONG SALE DATE").
THE DRAG-ALONG NOTICE SHALL SET FORTH (I) THE NAME OF
THE PROPOSED PURCHASER, (II) THE PROPOSED AMOUNT AND FORM OF CONSIDERATION TO BE
PAID PER SHARE AND (TO THE EXTENT THEN KNOWN BY THE WP PARTIES) THE MATERIAL
TERMS AND CONDITIONS OF THE TRANSFER AND (III) THE DRAG-ALONG SALE DATE AND THE
DATE UPON WHICH THE OTHER SHAREHOLDERS SHALL DELIVER TO THE WP PARTIES THE
CERTIFICATES REPRESENTING THE SHARES OWNED BY THE OTHER SHAREHOLDERS, DULY
ENDORSED, AND THE LIMITED POWER OF ATTORNEY REFERRED TO BELOW.
EACH OTHER
SHAREHOLDER SHALL DELIVER TO THE WP PARTIES THE CERTIFICATE OR CERTIFICATES
REPRESENTING THEIR SHARES, DULY ENDORSED FOR TRANSFER, ON OR BEFORE THE DATE SET
FORTH IN THE DRAG-ALONG NOTICE FOR SUCH DELIVERY, TOGETHER WITH A LIMITED POWER
OF ATTORNEY AUTHORIZING THE WP PARTIES TO SELL OR OTHERWISE DISPOSE OF SUCH
SHARES PURSUANT TO THE TERM OF SUCH DRAG-ALONG SALE AND TO EXECUTE ON BEHALF OF
SUCH OTHER SHAREHOLDERS ANY PURCHASE AGREEMENT OR OTHER DOCUMENTATION REQUIRED
TO CONSUMMATE SUCH DRAG-ALONG SALE.
(C)
EFFECT OF DRAG-ALONG SALE.
IF AN OTHER SHAREHOLDER RECEIVES THE
APPLICABLE PURCHASE PRICE FROM A DRAG-ALONG SALE, BUT HAS FAILED TO DELIVER
CERTIFICATES REPRESENTING ITS SHARES OF OTHER STOCK AS DESCRIBED IN THIS
SECTION 5, IT SHALL FOR ALL PURPOSES BE DEEMED NO LONGER TO BE A STOCKHOLDER OF
THE COMPANY, SHALL HAVE NO VOTING RIGHTS, SHALL NOT BE ENTITLED TO ANY DIVIDENDS
OR OTHER DISTRIBUTIONS, IN EACH CASE WITH RESPECT TO THE SHARES OF OTHER STOCK
AS DESCRIBED IN THIS SECTION 5, AND SHALL HAVE NO OTHER RIGHTS OR PRIVILEGES
GRANTED TO SHAREHOLDERS UNDER LAW OR THIS AGREEMENT WITH RESPECT TO THE SHARES
OF OTHER STOCK AS DESCRIBED IN THIS SECTION 5.
(D)
SALE OF THE COMPANY.
IF A DRAG-ALONG SALE IS TO BE EFFECTED IN THE FORM
OF A MERGER, CONSOLIDATION OR OTHER CORPORATE REORGANIZATION THAT REQUIRES
SHAREHOLDER APPROVAL, AND IF THE BOARD APPROVES THE DRAG-ALONG SALE (AN
"APPROVED SALE"), THE OTHER SHAREHOLDERS SHALL VOTE FOR, CONSENT TO AND RAISE NO
OBJECTIONS AGAINST SUCH APPROVED SALE AND EACH OTHER SHAREHOLDER SHALL WAIVE ANY
DISSENTERS' RIGHTS, APPRAISAL RIGHTS OR SIMILAR RIGHTS IN CONNECTION WITH SUCH
APPROVED SALE.
EACH OTHER SHAREHOLDER SHALL TAKE ALL NECESSARY OR DESIRABLE
ACTIONS IN CONNECTION WITH THE CONSUMMATION OF THE APPROVED SALE AND THE
DISTRIBUTION OF THE AGGREGATE CONSIDERATION FROM SUCH APPROVED SALE AS
REASONABLY REQUESTED BY THE COMPANY.
(E)
EXCEPTIONS TO DRAG-ALONG SALE.
THE FOLLOWING TRANSFERS SHALL NOT BE
DEEMED DRAG-ALONG SALES: (I) TRANSFERS AMONG THE WP PARTIES (OR ANY OF THEM) OR
TO ANY OF THE AFFILIATES OF THE WP PARTIES, (II) TRANSFERS IN THE FORM OF
DIVIDENDS OR DISTRIBUTIONS (WHETHER UPON LIQUIDATION OR OTHERWISE) BY THE WP
PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES TO ITS OR THEIR CURRENT OR FORMER
PARTNERS, MEMBERS OR STOCKHOLDERS (AND ANY SUBSEQUENT TRANSFERS BY SUCH
PARTNERS, MEMBERS OR STOCKHOLDERS) AND (III) TRANSFERS NOT