Common use of DRAG-ALONG MECHANISM Clause in Contracts

DRAG-ALONG MECHANISM. 3.1 The Fund Investor may effect a Required Exit by giving notice to the Remaining Security Holders (the “Drag-Along Notice”) not less than 20 Business Days prior to the anticipated closing date of such Required Exit. 3.2 The Drag-Along Notice shall specify: (a) the Securities that the Remaining Security Holders are required to Transfer in the event of a Required Exit (“Dragged Securities”); (b) the identity of the Drag-Along Purchaser; (c) the proposed form(s) and amount of consideration for the Dragged Securities; (d) the terms and conditions of payment offered for the Dragged Securities proposed to be sold to the Drag-Along Purchaser by the Dragging Investors; and (e) the anticipated closing date of the Required Exit. 3.3 The Fund Investor shall provide copies of all documents required to be executed by the Remaining Security Holders to give effect to the Required Exit at the same time as giving the Drag-Along Notice. 3.4 Following receipt of the Drag-Along Notice and accompanying documents, each Remaining Security Holder must: (a) sell all of their Dragged Securities, and participate in the Required Exit; (b) return to the Fund Investor within 15 Business Days of receipt of the Drag-Along Notice: (i) the documents provided to such Remaining Security Holder with the Drag-Along Notice, duly executed by such Remaining Security Holder; (ii) details of such Remaining Security Holder’s Nominated Bank Account; and (iii) if any certificates have been issued in respect of the relevant Securities, the relevant certificates(s) (or an indemnity in respect of any missing certificates in a form satisfactory to the Board) all of which shall be held by the Fund Investor to the order of such Remaining Security Holder until irrevocable instructions for a telegraphic transfer to the Nominated Bank Account and/or issue of relevant securities for the aggregate consideration due to such Remaining Security Holder have been made; (c) if required, vote their Securities in favour of the Required Exit at any meeting of Security Holders (or any class thereof) called to vote on or approve the Required Exit and/or consent in writing to the Required Exit; (d) if and to the extent permitted by law, and if required, instruct any directors nominated by such Remaining Security Holder on the board of any Group Company to vote in favour of the Required Exit;

DRAG-ALONG MECHANISM. 3.1 The Fund Investor 2.1 Not less than 20 Business Days prior to the proposed completion date of such Drag-Along Sale, the Drag Triggering Sellers may effect a Required Exit Drag-Along Sale by giving written notice to the Remaining Company and the Dragged Security Holders (the “Drag-Along Notice”) not less than 20 Business Days prior which notice shall set out (to the anticipated closing date of such Required Exit. 3.2 The Drag-Along Notice shall specify:extent not described in any accompanying documentation):‌ (a) the Securities that the Remaining Dragged Security Holders are required to Transfer all their Drag-Along Securities in the event of a Required Exit (“Dragged Securities”)Drag-Along Sale; (b) the identity of the Drag-Along PurchaserDrag Transferee; (c) subject to paragraph 3.1 below, the proposed form(s) type and amount of consideration to be paid by the Drag Transferee for the Dragged Drag-Along Securities; (d) the terms and conditions proposed date of payment offered for the Dragged Securities proposed to be sold to the Drag-Along Purchaser by the Dragging InvestorsTransfer (if known); and (e) all other material terms and conditions, if any, of the anticipated closing Drag-Along Sale. 2.2 Upon receipt of the Drag-Along Notice, the Dragged Security Holders shall be required to Transfer their respective Securities to the Drag Transferee: (a) at the same time as the Transfer by the Drag Triggering Sellers; (b) subject to the proviso below and paragraph 2.4, for the same consideration per Share and type of consideration (including any non-cash consideration) as for the corresponding Securities being sold by the Drag Triggering Sellers; and (c) on the same economic terms (including purchase price per Security, price adjustments, form of consideration, time of payment and participating in any escrow arrangements on the same terms) as are agreed between the Drag Triggering Sellers and the Drag Transferee, (subject always to the Articles and Clause 16 (Ranking of Securities) provided that the Majority Investors may, in their absolute discretion by a Majority Investor Direction, determine that a Dragged Security Holder shall be offered a cash alternative to any non-cash consideration being paid for the Drag Triggering Sellers’ Securities provided that the cash alternative reflects the fair market value of the non-cash consideration (as determined by the Majority Investors acting reasonably). 2.3 For the purposes of paragraph 3.1 above, the Ordinary Shares shall be deemed to constitute a single class of Security. 2.4 The validity of a Drag-Along Sale pursuant to the provisions of this Schedule shall not be affected by the Drag Transferee offering different forms of consideration to the Drag Triggering Sellers and/or the Dragged Security Holders provided that:‌ (a) on the date of the Required ExitTransfer, the value of the consideration offered per Drag-Along Security is at least equal to the value offered for the corresponding Security of the Drag Triggering Sellers; and (b) to the extent that the Drag Triggering Sellers are receiving cash as consideration for their Securities, each Dragged Security Holder shall also be entitled to receive cash consideration on equivalent terms to the Drag Triggering Sellers, in respect of the same class of Securities and in the same proportions. Shareholders shall receive proceeds per Security in accordance with the relevant provisions contained in the Articles. 3.3 2.5 The Fund Investor Drag-Along Notice shall provide be accompanied by copies of all documents required to be executed by the Remaining Dragged Security Holders to give effect to the Required Exit at the same time as giving the Drag-Along NoticeSale. 3.4 Following 2.6 Each Dragged Security Holder, upon receipt of the Drag-Along Notice and accompanying documents, each Remaining Security Holder mustshall be obliged to: (a) sell all of their Dragged Securities, Drag-Along Securities and participate in the Required ExitDrag-Along Sale (including giving warranties to the Drag Transferee as to the title to their Drag-Along Securities and their capacity to transfer the Drag-Along Securities on the same basis as the Drag Triggering Sellers) on the terms set out in the Drag-Along Notice and supporting documents; (b) not less than two (2) Business Days prior to the anticipated completion date of the Drag- Along Sale, return to the Fund Investor within 15 Business Days of receipt of Drag Triggering Sellers the Drag-Along Notice: (i) the documents provided to such Remaining Security Holder with the Drag-Along Notice, duly executed by such Remaining Security Holder; (ii) details of such Remaining Security Holder’s Nominated Bank Account; and (iii) documents and, if any certificates have a certificate has been issued in respect of the relevant Securities, the relevant certificates(s) (or an indemnity in respect of any missing certificates in a form satisfactory to the Board) all of which shall be held by the Fund Investor to the order against payment of such Remaining Security Holder until irrevocable instructions for a telegraphic transfer to the Nominated Bank Account and/or issue of relevant securities for the aggregate consideration due to such Remaining Security Holder have been madehim; (c) if required, bear an amount of any costs of the Tag-Along Sale (to the extent such costs are not paid by a Group Company) in the same proportions as the consideration (of whatever form) received by him bears to the aggregate consideration paid pursuant to the Drag-Along Sale; (d) vote their Securities in favour of the Required Exit Drag-Along Sale at any meeting of Security Holders (or any class thereof) called to vote on or approve the Required Exit Drag-Along Sale and/or consent in writing to the Required Exit;Drag-Along Sale; and (de) if and to the extent permitted by law, and if required, instruct procure (in as far as they are reasonably able) that any directors nominated of Group Companies designated by such Remaining Security Holder on the board of any Group Company to it vote in favour of the Required Exit;Drag-Along Sale. 2.7 Each Dragged Security Holder shall be entitled to receive his consideration pursuant to the Drag- Along Sale (less his share of the costs of the Drag-Along Sale) at the same time as the Drag Triggering Sellers.

DRAG-ALONG MECHANISM. 3.1 The Fund Investor 2.1 Not less than 20 Business Days prior to the proposed completion date of such Drag-Along Sale, the Drag Triggering Sellers may effect a Required Exit Drag-Along Sale by giving written notice to the Remaining Company and the Dragged Security Holders (the “Drag-Along Notice”) not less than 20 Business Days prior which notice shall set out (to the anticipated closing date of such Required Exit. 3.2 The Drag-Along Notice shall specify:extent not described in any accompanying documentation): (a) the Securities that the Remaining Dragged Security Holders are required to Transfer all their Drag-Along Securities in the event of a Required Exit (“Dragged Securities”)Drag-Along Sale; (b) the identity of the Drag-Along PurchaserDrag Transferee; (c) subject to paragraph 3.1 below, the proposed form(s) type and amount of consideration to be paid by the Drag Transferee for the Dragged Drag-Along Securities; (d) the terms and conditions proposed date of payment offered for the Dragged Securities proposed to be sold to the Drag-Along Purchaser by the Dragging InvestorsTransfer (if known); and (e) the anticipated closing date of the Required Exit. 3.3 The Fund Investor shall provide copies of all documents required to be executed by the Remaining Security Holders to give effect to the Required Exit at the same time as giving the Drag-Along Notice. 3.4 Following receipt other material terms and conditions, if any, of the Drag-Along Notice and accompanying documents, each Remaining Security Holder must:Sale. (a) sell all of their Dragged Securities, and participate in the Required Exit; (b) return to the Fund Investor within 15 Business Days of 2.2 Upon receipt of the Drag-Along Notice: , the Dragged Security Holders shall be required to Transfer their respective Securities to the Drag Transferee: (ia) at the documents same time as the Transfer by the Drag Triggering Sellers; (b) subject to the proviso below and paragraph 2.4, for the same consideration per Share and type of consideration (including any non-cash consideration) as for the corresponding Securities being sold by the Drag Triggering Sellers; and (c) on the same economic terms (including purchase price per Security, price adjustments, form of consideration, time of payment and participating in any escrow arrangements on the same terms) as are agreed between the Drag Triggering Sellers and the Drag Transferee, (subject always to the Articles and Clause 16 (Ranking of Securities) provided to such Remaining that the Majority Investors may, in their absolute discretion by a Majority Investor Direction, determine that a Dragged Security Holder with shall be offered a cash alternative to any non-cash consideration being paid for the Drag Triggering Sellers’ Securities provided that the cash alternative reflects the fair market value of the non-cash consideration (as determined by the Majority Investors acting reasonably). 2.3 For the purposes of paragraph 3.1 above, the Ordinary Shares shall be deemed to constitute a single class of Security. 2.4 The validity of a Drag-Along NoticeSale pursuant to the provisions of this Schedule shall not be affected by the Drag Transferee offering different forms of consideration to the Drag Triggering Sellers and/or the Dragged Security Holders provided that: (a) on the date of the Transfer, duly executed by such Remaining the value of the consideration offered per Drag-Along Security Holderis at least equal to the value offered for the corresponding Security of the Drag Triggering Sellers; and (iib) details of such Remaining to the extent that the Drag Triggering Sellers are receiving cash as consideration for their Securities, each Dragged Security Holder’s Nominated Bank Account; and (iii) if any certificates have been issued Holder shall also be entitled to receive cash consideration on equivalent terms to the Drag Triggering Sellers, in respect of the relevant Securities, same class of Securities and in the same proportions. Shareholders shall receive proceeds per Security in accordance with the relevant certificates(s) (or an indemnity provisions contained in respect of any missing certificates in a form satisfactory to the Board) all of which shall be held by the Fund Investor to the order of such Remaining Security Holder until irrevocable instructions for a telegraphic transfer to the Nominated Bank Account and/or issue of relevant securities for the aggregate consideration due to such Remaining Security Holder have been made; (c) if required, vote their Securities in favour of the Required Exit at any meeting of Security Holders (or any class thereof) called to vote on or approve the Required Exit and/or consent in writing to the Required Exit; (d) if and to the extent permitted by law, and if required, instruct any directors nominated by such Remaining Security Holder on the board of any Group Company to vote in favour of the Required Exit;Articles.

DRAG-ALONG MECHANISM. 3.1 (a) The Fund Investor Dragging Institutions may effect a Required Exit by giving notice to the Remaining Security Holders (the “"Drag-Along Notice”") not less than 20 15 Business Days prior to the anticipated closing date of for such Required Exit. 3.2 (b) The Drag-Along Notice shall specify: (ai) the Securities that the Remaining Security Holders are required to Transfer all their Securities in the event of a Required Exit (“"Dragged Securities”"); (bii) the identity of the Drag-Along Purchaser; (ciii) the proposed form(s) and amount of consideration for the Dragged Securities; (div) the terms and conditions of payment offered for the Dragged Securities proposed to be sold to the Drag-Along Purchaser by the Dragging InvestorsInstitutions; and (ev) the anticipated closing date of the Required Exit. 3.3 (c) The Fund Investor Dragging Institutions shall provide copies of all documents required to be executed by the Remaining Security Holders to give effect to the Required Exit at the same time as giving the Drag-Along Notice. 3.4 (d) Following receipt of the Drag-Along Notice and accompanying documents, each Remaining Security Holder must: (ai) sell all of their Dragged Securities, and participate in the Required Exit (and may not transfer or encumber their Dragged Securities otherwise than pursuant to the Required Exit); (bii) return to the Fund Investor Dragging Institutions within 15 five Business Days of receipt of the Drag-Along Notice: (i) the documents provided to such Remaining Security Holder with the Drag-Along Notice, duly executed by such Remaining Security Holder; (ii) details of such Remaining Security Holder’s Nominated Bank Account; and (iii) if any certificates have been issued in respect of the relevant Securities, the relevant certificates(s) (or an indemnity in respect of any missing certificates in a form satisfactory to the Board) all of which shall be held by the Fund Investor to the order of such Remaining Security Holder until irrevocable instructions for a telegraphic transfer to the Nominated Bank Account and/or issue of relevant securities for the aggregate consideration due to such Remaining Security Holder have been made; (c) if required, vote their Securities in favour of the Required Exit at any meeting of Security Holders (or any class thereof) called to vote on or approve the Required Exit and/or consent in writing to the Required Exit; (d) if and to the extent permitted by law, and if required, instruct any directors nominated by such Remaining Security Holder on the board of any Group Company to vote in favour of the Required Exit;:

DRAG-ALONG MECHANISM. 3.1 The Fund Investor may effect a Required Exit by giving notice 2.1 Not less than 20 Business Days prior to the Remaining proposed completion date of such Drag-Along Sale, the Drag Triggering Sellers may give written notice of the proposed Drag-Along Sale to the Company and the Dragged Security Holders (the “Drag-Along Notice”) not less than 20 Business Days prior which notice shall set out (to the anticipated closing date of such Required Exit. 3.2 The Drag-Along Notice shall specify:extent not described in any accompanying documentation): (a) the Securities that the Remaining Dragged Security Holders are required to Transfer all its Drag-Along Securities in the event of a Required Exit (“Dragged Securities”)Drag-Along Sale; (b) the identity of the Drag-Along PurchaserDrag Transferee; (c) subject to paragraph 2.2 below, the proposed form(s) type and amount of consideration to be paid by the Drag Transferee for the Dragged Drag-Along Securities; (d) the terms and conditions proposed date of payment offered for the Dragged Securities proposed to be sold to the Drag-Along Purchaser by the Dragging InvestorsTransfer (if known); and (e) all other material terms and conditions, if any, of the anticipated closing Drag-Along Sale. 2.2 Upon receipt of the Drag-Along Notice, the Dragged Security Holders shall be required to Transfer its Securities to the Drag Transferee as part of the Drag-Along Sale: (a) at the same time as the Transfer by the Drag Triggering Sellers; (b) subject to paragraph 2.3 below, for the same type and amount of consideration as for the corresponding Securities being sold by the Drag Triggering Sellers; and (c) on substantially the same economic terms (including participating in any escrow arrangements on the same terms) as are agreed between the Drag Triggering Sellers and the Drag Transferee, subject always to the Articles and Clause 18 (Ranking of Securities) provided that, the Drag Triggering Sellers may, in their absolute discretion (with Alvogen Consent and Aztiq Consent) determine that the Dragged Security Holders shall be offered a cash alternative to any non-cash consideration being paid for the Drag Triggering Sellers’ Securities. 2.3 The validity of a Drag-Along Sale pursuant to the provisions of this Part 2 of Schedule 4 shall not be affected by the Drag Transferee offering different forms of consideration to the Drag Triggering Sellers and/or the Dragged Security Holders provided that: (a) on the date of the Required ExitTransfer, the value of the consideration offered per Dragged Security is at least equal to the value offered for the corresponding Security of the Drag Triggering Sellers; and (b) to the extent that the Drag Triggering Sellers are receiving cash as consideration for their Securities, each Dragged Security Holder shall also be entitled to receive cash consideration on equivalent terms to the Drag Triggering Sellers, in respect of the same class of Securities and in the same proportions. 3.3 2.4 The Fund Investor Drag-Along Notice shall provide be accompanied by copies of all documents required to be executed by the Remaining Dragged Security Holders to give effect to the Required Exit at the same time as giving the Drag-Along NoticeSale (the “Drag-Along Sale Documents”). 3.4 Following 2.5 Each Dragged Security Holder, upon receipt of the Drag-Along Notice and accompanying documents, each Remaining Security Holder mustshall be obliged to: (a) sell all of their Dragged Securities, Drag-Along Securities and participate in the Required ExitDrag-Along Sale (including giving warranties to the Drag Transferee as to the title to their Drag-Along Securities and their capacity to transfer the Drag-Along Securities on the same basis as the Drag Triggering Sellers) on the terms set out in the Drag-Along Notice and supporting documents; (b) return not less than two Business Days prior to the Fund Investor within 15 Business Days of receipt anticipated completion date of the Drag-Along Notice: (i) Sale, return to the documents provided to such Remaining Security Holder with Drag Triggering Sellers the duly executed Drag-Along NoticeSale Documents and, duly executed by such Remaining Security Holder; (ii) details of such Remaining Security Holder’s Nominated Bank Account; and (iii) if any certificates have a certificate has been issued in respect of the relevant Securities, the relevant certificates(s) (or an indemnity in respect of any missing certificates in a form satisfactory to the Board) all of which shall be held by the Fund Investor to the order against payment of such Remaining Security Holder until irrevocable instructions for a telegraphic transfer to the Nominated Bank Account and/or issue of relevant securities for the aggregate consideration due to such Remaining Security Holder have been madeit; (c) if required, bear an amount of any costs of the Drag-Along Sale (to the extent such costs are not paid by a Group Company) in the same proportions as the consideration (of whatever form) received by it bears to the aggregate consideration paid pursuant to the Drag-Along Sale; (d) vote their Securities in favour of the Required Exit Drag-Along Sale at any meeting of Security Holders (or any class thereof) called to vote on or approve the Required Exit Drag-Along Sale (if required) and/or consent in writing to and waive any applicable rights which they have in order to implement the Required Exit;Drag-Along Sale; and (de) if and to the extent permitted by law, and if required, instruct procure (in as far as they are reasonably able) that any directors nominated of Group Companies designated by such Remaining Security Holder on the board of any Group Company to it vote in favour of the Required Exit;Drag-Along Sale. 2.6 The Dragged Security Holders shall be entitled to receive their respective consideration pursuant to the Drag-Along Sale (less its share of the costs of the Drag-Along Sale) at the same time as the Drag Triggering Sellers.

DRAG-ALONG MECHANISM. 3.1 The Fund Permira Investor may effect a Required Exit by giving notice to the Remaining Security Holders (the “Drag-Along Notice”) not less than 20 15 Business Days prior to the anticipated closing date of such Required Exit.Exit.‌ 3.2 The Drag-Along Notice shall specify:specify:‌ (a) the Securities that the Remaining Security Holders are required to Transfer in the event of a Required Exit (“being all of the Securities held by the Remaining Security Holders) (the Dragged Securities”); (b) the identity of the Drag-Along Purchaser; (c) the proposed form(s) and amount of consideration for the Dragged Securities; (d) the terms and conditions of payment offered for the Dragged Securities proposed to be sold to the Drag-Along Purchaser by the Dragging Investors; and (e) the anticipated closing date of the Required Exit. 3.3 The Fund Permira Investor shall provide copies of all documents required to be executed by the Remaining Security Holders to give effect to the Required Exit at the same time as giving the Drag-Along Notice. 3.4 Following receipt of the Drag-Along Notice and accompanying documents, each Remaining Security Holder must:must:‌ (a) sell all of their Dragged Securities, and participate in the Required Exit; (b) return to the Fund Permira Investor within 15 10 Business Days of receipt of the Drag-Drag- Along Notice: (i) the documents provided to such Remaining Security Holder with the Drag-Along Notice, duly executed by such Remaining Security Holder; (ii) details of such Remaining Security Holder’s Nominated Bank Account; and (iii) if any certificates have a certificate has been issued in respect of the relevant Securities, the relevant certificates(s) (or an indemnity in respect of any missing certificates in a form satisfactory to the Board) all of which shall be held by the Fund Permira Investor to the order of such Remaining Security Holder until irrevocable instructions for a telegraphic transfer to the Nominated Bank Account and/or issue of relevant securities for the aggregate consideration due to such Remaining Security Holder have been made;made;‌ (c) if required, vote their Securities in favour of the Required Exit at any meeting of Security Holders (or any class thereof) called to vote on or approve the Required Exit and/or consent in writing to the Required Exit; (d) if and to the extent permitted by law, and if required, instruct any directors nominated by such Remaining Security Holder on the board of any Group Company to vote in favour of the Required Exit;