Common use of Drag Along Option Clause in Contracts

Drag Along Option. (i) Before the completion of a Qualified Public Offering, if the holders of 50.01% or more of the sum of the number of issued and outstanding shares of Common Stock, including the Warrant Shares, if any and assuming the exercise of all Exercisable Warrants (the “Dragging Parties”), desire to Transfer shares of Common Stock or Exercisable Warrants to an unaffiliated third party (for the avoidance of doubt, any Affiliate or a portfolio company of a Dragging Party shall be deemed not to be an unaffiliated third party for these purposes) in a transaction or series of related transactions, whether by sale of stock, merger, consolidation or otherwise, that comprise 80% or more of the shares of Common Stock beneficially owned by such Dragging Parties and their Affiliates (a “Drag-Along Transaction”), then, the Dragging Parties shall have the right (the “Drag-Along Right”) to require each Holder, Legacy Stockholder and its respective Affiliates (a “Dragged Holder”) to Transfer, in the Drag-Along Transaction, the number of shares of Common Stock beneficially owned by such Dragged Holder multiplied by the Drag-Along Percentage (rounded down to the nearest whole share). (ii) To exercise the Drag-Along Right, the Dragging Parties shall deliver written notice of such Drag-Along Transaction (the “Drag-Along Notice”) to the Company and each Dragged Holder. Such Drag-Along Notice shall disclose in reasonable detail the number of shares of Common Stock to be subject to the Drag-Along Transaction (the “Drag-Along Shares”), the proposed price, the other proposed terms and conditions of the proposed Drag-Along Transaction (including copies of the definitive agreements relating thereto) and the identity of the prospective purchaser. For the avoidance of doubt, the terms and conditions of the proposed Drag-Along Transaction must be the same for the Dragging Parties and the Dragged Holder, including the identical form and amount of consideration for the shares of Common Stock, but excluding any Consulting Fees payable pursuant to the Consulting Agreement, which payments shall be subject to Section 7(c). (iii) The Persons purchasing the shares of Common Stock pursuant to a Drag-Along Transaction shall be entitled to require each Dragged Holder to provide representations and warranties regarding (A) its power, authority and legal capacity to enter into such Transfer of shares of Common Stock; (B) its valid right, title and interest in such shares of Common Stock and the Dragged Holder’s ownership of such shares of Common Stock; (C) the absence of any Encumbrances on such shares of Common Stock; and (D) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which such Dragged Holder or the assets of such Dragged Holder are bound as the result of such sale; provided that the representations to be provided by each Dragged Holder and each Dragging Party shall be substantially identical other than with respect to the applicable governing Law with respect to its power, authority and legal capacity to enter into such Transfer of shares of Common Stock. (iv) With respect to any Drag-Along Transaction, the Dragging Parties and each Dragged Holder shall use their reasonable best efforts to effect the Drag-Along Transaction as expeditiously as practicable, including delivering all documents necessary or reasonably requested in connection with such Drag-Along Transaction, voting in support of such transaction and entering into any instrument, undertaking or obligation necessary or reasonably requested in connection with such Drag-Along Transaction (as specified in the Drag-Along Notice). Subject to the terms and conditions of this Section 2(b) and without limiting the generality of the foregoing, the Company and each Dragged Holder shall take or cause to be taken all actions, and do or cause to be done, on behalf and in respect of the Company, all reasonably requested actions consistent with this Section 2(b) in connection with any Drag-Along Transaction. In addition, (A) each Dragging Party and each Dragged Holder shall pay its pro rata share (based on the percentage of the proceeds for the shares of Common Stock actually received by such Dragging Party or such Dragged Holder, as applicable, as compared to the aggregate proceeds for the shares of Common Stock actually received by all Dragged Holders and all Dragging Parties) of the reasonable expenses (if any) incurred by the each of the Dragging Parties and each of the Dragged Holders (or any of their respective Affiliates) in connection with the Drag-Along Transaction; and (B) each Dragging Party and each Dragged Holder shall join on a pro rata basis (based on the percentage of the proceeds for the shares of Common Stock actually received by such Dragging Party or such Dragged Holder, as applicable, as compared to the aggregate proceeds for the shares of Common Stock actually received by all Dragged Holders and all Dragging Parties), severally and not jointly, in any indemnification or other obligations that are specified in the Drag-Along Notice, except for (x) any indemnification of any Dragging Party or any of its Affiliates, (y) any indemnification with respect to the representations and warranties given by any other Dragged Holder pursuant to Section 2(b)(iii) and (z) any indemnification of any Transferee or any other party related to such Drag-Along Transaction (including escrow agents, investment bankers or other agents or advisors) with respect to an aggregate amount in excess of the proceeds actually paid to such Dragged Holder (after deducting any expenses paid by such Dragged Holder pursuant to clause (A) of this sentence) in respect of such Dragged Holder’s shares of Common Stock in connection with such Drag-Along Transaction (provided that, with respect to any options, warrants or other rights to purchase or subscribe for shares of Common Stock exercised or converted into shares of Common Stock by a Dragged Holder following the delivery of the applicable Drag-Along Notice, such proceeds shall only include the amount by which the aggregate proceeds actually received exceeds the aggregate exercise or conversion price actually paid by such Dragged Holder in respect of such options, warrants or rights). Notwithstanding anything to the contrary contained herein, in no event shall any Dragged Holder be obligated to enter into any non-competition or non-solicitation agreement or any other agreement or restrictive covenant of similar import in connection its participation in a Drag-Along Transaction without such Dragged Holder’s consent. (v) If requested by the Dragging Parties, each Dragged Holder will, immediately prior to the consummation of the Drag-Along Transaction, exercise and/or convert, as applicable, such number of options, warrants or other rights to purchase or subscribe for shares of Common Stock into shares of Common Stock as is required so that a sufficient number of shares of Common Stock are available to Transfer the applicable number of Drag-Along Shares beneficially owned by such Dragged Holder; provided that any Dragged Holder that holds such options, warrants or other rights to purchase the exercise or conversion price per share of which is greater than the per share price at which the Drag-Along Shares are to be Transferred, may, in place of such exercise or conversion, submit to irrevocable cancellation thereof without any liability for payment of any exercise or conversion price with respect thereto. (vi) Upon the closing of the sale of any shares of Common Stock pursuant to this Section 2, the Dragged Holders shall deliver at such closing, against payment of the purchase price therefor, certificates representing their shares of Common Stock to be sold, duly endorsed for Transfer or accompanied by duly endorsed stock powers, and evidence of the absence of Encumbrances with respect thereto and of such other matters as are deemed reasonably necessary by the Company for the proper Transfer of such shares on the books of the Company. (vii) If the Dragging Parties have satisfied the conditions necessary to exercise the Drag-Along Right with respect to a Drag-Along Transaction, then before the completion of a Qualified Public Offering, in connection with a sale of all or substantially all of the consolidated gross assets (excluding cash) of the Company and assumption of all or substantially all of the consolidated gross liabilities (excluding Indebtedness) of the Company to an unaffiliated third party (for the avoidance of doubt, any Affiliate or a portfolio company of a Dragging Party shall be deemed not to be an unaffiliated third party for these purposes) (a “Dragged Asset Sale”), the Dragging Parties shall have the right (the “Dragged Asset Sale Right”) to require each Holder, Legacy Stockholder and their respective Affiliates (a “Dragged Asset Sale Holder”) to vote to approve such Dragged Asset Sale. (viii) To exercise the Dragged Asset Sale Right, the Dragging Parties must deliver written notice of such proposed Dragged Asset Sale (the “Dragged Asset Sale Notice”) to the Company and each Dragged Asset Sale Holder. Such Dragged Asset Sale Notice shall disclose in reasonable detail the proposed price, the other proposed terms and conditions of the proposed Dragged Asset Sale (including copies of the definitive agreements relating thereto) and the identity of the prospective Asset Acquirer. (ix) The Asset Acquirer shall be entitled to require each Dragged Asset Sale Holder to provide representations and warranties regarding (A) its power, authority and legal capacity to vote its shares of Common Stock in favor of such Dragged Asset Sale; (B) its valid right, title and interest in such shares of Common Stock and the Dragged Asset Sale Holder’s ownership of such shares of Common Stock; (C) the absence of any Encumbrances on such shares of Common Stock; and (D) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which such Dragged Asset Sale Holder or the assets of such Dragged Asset Sale Holder are bound as the result of such sale, provided that the representations to be provided by each Dragged Asset Sale Holder and any Dragging Party shall be substantially identical other than with respect to the applicable governing Law with respect to its power, authority and legal capacity to vote its shares of Common Stock in favor of such Dragged Asset Sale. (x) Subject to the terms and conditions of this Section 2(b), the Company (in the case of any Dragged Asset Sale) agrees that it shall use its reasonable best efforts to effect the Dragged Asset Sale, as expeditiously as practicable, including delivering all documents necessary or reasonably requested in connection with such Dragged Asset Sale, and entering into any instrument, undertaking or obligation necessary or reasonably requested in connection with such Dragged Asset Sale (as specified in the Dragged Asset Sale Notice). Subject to the terms and conditions of this Section 2(b) and without limiting the generality of the foregoing, the Company shall take or cause to be taken all actions, and do or cause to be done, on behalf and in respect of the Company, all reasonably requested actions consistent with this Section 2(b) in connection with any Dragged Asset Sale, as applicable. In addition, (A) each Dragging Party and each Dragged Asset Sale Holder shall pay its pro rata share (based on the percentage of the proceeds actually received by such Dragging Party or such Dragged Asset Sale Holder, as applicable, as compared to the aggregate proceeds actually received by all Dragged Asset Sale Holders and all Dragging Parties) of the reasonable expenses (if any) incurred by each Dragging Party and each of the Dragged Asset Sale Holders (or any of their respective Affiliates) in connection with the Dragged Asset Sale; and (B) each Dragging Party and each Dragged Asset Sale Holder shall join on a pro rata basis (based on the percentage of the proceeds actually received by such Dragging Party or such Dragged Asset Sale Holder, as applicable, as compared to the aggregate proceeds actually received by all Dragged Asset Sale Holders and all Dragging Parties), severally and not jointly, in any indemnification or other obligations that are specified in the Dragged Asset Sale Notice, except for (x) any indemnification of any Dragging Party or any of its Affiliates, (y) any indemnification with respect to the representations and warranties given by any other Dragged Asset Sale Holder pursuant to Section 2(b)(ix) and (z) any indemnification of any Transferee or any other party related to such Dragged Asset Sale (including escrow agents, investment bankers or other agents or advisors) with respect to an aggregate amount in excess of the proceeds actually paid to such Dragged Asset Sale Holder (after deducting any expenses paid by such Dragged Asset Sale Holder pursuant to clause (A) of this sentence) in respect of the assets sold in such Dragged Asset Sale. (xi) At the option of the Dragging Parties, if and to the extent Apollo and General Atlantic or either of them is a Dragged Holder or Dragged Asset Holder, as the case may be, and the Control Event shall have occurred, each of Apollo and General Atlantic or either of them, as applicable, shall (A) assign, to the extent assignable, without consent of any other Person, its rights to effect a Drag-Along Transaction or a Dragged Asset Sale, as the case may be, under the Securityholder Rights Agreement and the Stockholder Agreement (in each case as such terms are defined in such agreements, respectively) to the Dragging Parties, and (B) exercise, to the extent exercisable, any and all of its drag-along rights under the Securityholder Rights Agreement, the Stockholder Agreement and any other agreement to which it is a party to cause the other parties thereto to transfer a percentage of each of their shares of Common Stock equal to the Drag-Along Percentage, without duplication, on the same terms as the Dragged Holders. (xii) Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, this Section 2(b) shall not apply to (A) Permitted Transfers, (B) Transfers of shares of Common Stock made in a Qualified Public Offering or (C) Transfers of assets by the Company or any of its Subsidiaries to (1) any of Apollo, Apollo’s Affiliates, or Apollo’s or Apollo’s Affiliates’ respective portfolio companies or (2) to any of General Atlantic, General Atlantic’s Affiliates, or General Atlantic’s or General Atlantic’s Affiliates’ respective portfolio companies.

Drag Along Option. (i) Before If the completion of a Qualified Public Offering, if the holders of 50.01Selling Sponsors desire to sell or Transfer more than 40% or more of the sum of the number of issued and outstanding shares of Common Stock, including the Warrant Shares, if any and assuming the exercise of all Exercisable Warrants (the “Dragging Parties”), desire Initial Sponsor Company Shares to Transfer shares of Common Stock or Exercisable Warrants to an unaffiliated a third party (for the avoidance that is not an Affiliate of doubt, any Affiliate either Sponsor in one transaction or a portfolio company of a Dragging Party shall be deemed not to be an unaffiliated third party for these purposes) in a transaction or series of related transactions, whether by sale then in lieu of stock, merger, consolidation or otherwise, that comprise 80% or more complying with the requirements of the shares of Common Stock beneficially owned by such Dragging Parties and their Affiliates (a “Drag-Along Transaction”Section 2(a), then, at the Dragging Parties shall have the right Selling Sponsors’ option (the “Drag-Drag Along Right”) to require each Holder, Legacy Stockholder and its respective Affiliates (a “Dragged Holder”) to Transfer, in the Drag-Along Transaction, the number of shares of Common Stock beneficially owned by such Dragged Holder multiplied by the Drag-Along Percentage (rounded down to the nearest whole share). (ii) To exercise the Drag-Along Right, the Dragging Parties shall deliver written notice of such Drag-Along Transaction (the “Drag-Along Notice”) to the Company and each Dragged Holder. Such Drag-Along Notice shall disclose in reasonable detail the number of shares of Common Stock to be subject to the Drag-Along Transaction (the “Drag-Along SharesOption”), the proposed priceSelling Sponsors may require all Management Stockholders to sell their Pro Rata Portion to the Transferee or Group selected by the Selling Sponsors, at the other proposed same price per share and on the same terms and conditions of as apply to those sold by the proposed Drag-Along Transaction (including copies of the definitive agreements relating thereto) and the identity of the prospective purchaserSelling Sponsors. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the terms term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each Management Stockholder shall consent to and conditions raise no objections against the Drag Along Option, and if the Drag Along Option is structured as (A) a merger or consolidation of the proposed Drag-Company or an Asset Sale, each Management Stockholder shall vote in favor of the transaction, take such other action as may be required to effect such transaction and waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or Asset Sale, or (B) a sale of all the capital stock of the Company, the Management Stockholders shall vote in favor of the transaction, take such other action as may be required to effect such transaction and agree to sell all their Company Shares which are the subject of the Drag Along Transaction must be Option (including their Deemed Held Shares) (the same for “Drag Along Shares”). The Management Stockholders shall take all necessary and desirable actions reasonably requested by the Dragging Parties and Selling Sponsors in connection with the Dragged Holderconsummation of the Drag Along Option, including the identical form execution of such agreements and amount such instruments and the taking of consideration for the shares of Common Stocksuch other actions as are reasonably necessary, but excluding any Consulting Fees payable pursuant to the Consulting Agreementin each case, which payments shall be subject to Section 7(c). (iii) The Persons purchasing the shares of Common Stock pursuant to a Drag-Along Transaction shall be entitled to require each Dragged Holder to provide the same representations, warranties, indemnities and escrow arrangements as those provided by the Selling Sponsors relating to such Drag Along Option (other than provisions relating to non-competition); provided, however, that any obligations under such agreements applicable to any Management Stockholder (other than with respect to such Management Stockholder’s representations and warranties regarding (A1) its power, authority and legal capacity to enter into such Transfer of shares of Common Stock; (B) its valid right, title and interest in such shares of Common Stock and the Dragged Holder’s ownership of such shares of Common Stock; and title to Drag Along Shares, (C2) the absence of any Encumbrances on such shares of Common Stock; organization, (3) authority or (4) conflicts and (D) the absence of any violationconsents, default or acceleration of any agreement or instrument pursuant with respect to which such Dragged Holder or the assets of such Dragged Holder are bound as the result of such sale; provided that the representations to be provided by each Dragged Holder and each Dragging Party Management Stockholder shall be substantially identical other than with respect to the fully responsible) shall be applicable governing Law with respect to its power, authority and legal capacity to enter into such Transfer of shares of Common Stock. (ivx) With respect to any Drag-Along Transaction, the Dragging Parties and each Dragged Holder shall use their reasonable best efforts to effect the Drag-Along Transaction as expeditiously as practicable, including delivering all documents necessary or reasonably requested in connection with such Drag-Along Transaction, voting in support of such transaction and entering into any instrument, undertaking or obligation necessary or reasonably requested in connection with such Drag-Along Transaction (as specified in the Drag-Along Notice). Subject to the terms and conditions case of this Section 2(b) and without limiting the generality a transaction structured as a merger or consolidation of the foregoingCompany or Asset Sale, to all security holders of the Company and each Dragged Holder shall take or cause to be taken all actions, and do or cause to be done, on behalf and (y) in respect the case of a transaction structured as a sale of the capital stock of the Company, to all reasonably requested actions consistent with this Section 2(b) in connection with any Drag-Along Transaction. In addition, (A) each Dragging Party and each Dragged Holder shall pay its pro rata share (based on the percentage security holders of the proceeds for the Company selling shares of Common Stock actually received by in such Dragging Party or such Dragged Holdertransaction, as applicable, as compared to the aggregate proceeds for the shares of Common Stock actually received by all Dragged Holders and all Dragging Partiesin each case set forth in (x) of the reasonable expenses (if any) incurred by the each of the Dragging Parties and each of the Dragged Holders (or any of their respective Affiliates) in connection with the Drag-Along Transaction; and (B) each Dragging Party and each Dragged Holder shall join y), on a pro rata basis (based on basis, determined by reference to the percentage aggregate amount of Drag Along Shares subject to the transaction. In no event shall a Management Stockholder be liable for more than the total proceeds for the shares of Common Stock actually received by such Dragging Party or such Dragged Holder, as applicable, as compared Management Stockholder in the transaction giving rise to the aggregate proceeds for the shares of Common Stock actually received by all Dragged Holders Drag Along Option. It is understood and all Dragging Parties), severally and not jointly, in any indemnification or other obligations that are specified in the Drag-Along Notice, except for (x) any indemnification of any Dragging Party or any of its Affiliates, (y) any indemnification with respect to the representations and warranties given by any other Dragged Holder pursuant to Section 2(b)(iii) and (z) any indemnification of any Transferee or any other party related to such Drag-Along Transaction (including escrow agents, investment bankers or other agents or advisors) with respect to an aggregate amount in excess of the proceeds actually paid to such Dragged Holder (after deducting any expenses paid by such Dragged Holder pursuant to clause (A) of this sentence) in respect of such Dragged Holder’s shares of Common Stock in connection with such Drag-Along Transaction (provided that, with respect to any options, warrants or other rights to purchase or subscribe for shares of Common Stock exercised or converted into shares of Common Stock by a Dragged Holder following the delivery of the applicable Drag-Along Notice, such proceeds shall only include the amount by which the aggregate proceeds actually received exceeds the aggregate exercise or conversion price actually paid by such Dragged Holder in respect of such options, warrants or rights). Notwithstanding anything to the contrary contained herein, in no event shall any Dragged Holder be obligated to enter into any non-competition or non-solicitation agreement or any other agreement or restrictive covenant of similar import in connection its participation in a Drag-Along Transaction without such Dragged Holder’s consent. (v) If requested by the Dragging Parties, each Dragged Holder will, immediately prior to the consummation of the Drag-Along Transaction, exercise and/or convert, as applicable, such number of options, warrants or other rights to purchase or subscribe for shares of Common Stock into shares of Common Stock as is required so that a sufficient number of shares of Common Stock are available to Transfer the applicable number of Drag-Along Shares beneficially owned by such Dragged Holder; provided that any Dragged Holder that holds such options, warrants or other rights to purchase the exercise or conversion price per share of which is greater than the per share price at which the Drag-Along Shares are to be Transferred, may, in place of such exercise or conversion, submit to irrevocable cancellation thereof without any liability for payment of any exercise or conversion price with respect thereto. (vi) Upon the closing of the sale of any shares of Common Stock pursuant to this Section 2, the Dragged Holders shall deliver at such closing, against payment of the purchase price therefor, certificates representing their shares of Common Stock to be sold, duly endorsed for Transfer or accompanied by duly endorsed stock powers, and evidence of the absence of Encumbrances with respect thereto and of such other matters as are deemed reasonably necessary by the Company for the proper Transfer of such shares on the books of the Company. (vii) If the Dragging Parties have satisfied the conditions necessary to exercise the Drag-Along Right with respect to a Drag-Along Transaction, then before the completion of a Qualified Public Offering, in connection with a sale of all or substantially all of the consolidated gross assets (excluding cash) of the Company and assumption of all or substantially all of the consolidated gross liabilities (excluding Indebtedness) of the Company to an unaffiliated third party (for the avoidance of doubt, any Affiliate or a portfolio company of a Dragging Party shall be deemed not to be an unaffiliated third party for these purposes) (a “Dragged Asset Sale”), the Dragging Parties shall have the right (the “Dragged Asset Sale Right”) to require each Holder, Legacy Stockholder and their respective Affiliates (a “Dragged Asset Sale Holder”) to vote to approve such Dragged Asset Sale. (viii) To exercise the Dragged Asset Sale Right, the Dragging Parties must deliver written notice of such proposed Dragged Asset Sale (the “Dragged Asset Sale Notice”) to the Company and each Dragged Asset Sale Holder. Such Dragged Asset Sale Notice shall disclose in reasonable detail the proposed price, the other proposed terms and conditions of the proposed Dragged Asset Sale (including copies of the definitive agreements relating thereto) and the identity of the prospective Asset Acquirer. (ix) The Asset Acquirer shall be entitled to require each Dragged Asset Sale Holder to provide representations and warranties regarding (A) its power, authority and legal capacity to vote its shares of Common Stock in favor of such Dragged Asset Sale; (B) its valid right, title and interest in such shares of Common Stock and the Dragged Asset Sale Holder’s ownership of such shares of Common Stock; (C) the absence of any Encumbrances on such shares of Common Stock; and (D) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which such Dragged Asset Sale Holder or the assets of such Dragged Asset Sale Holder are bound as the result of such sale, provided agreed that the representations to be provided by each Dragged Asset Sale Holder and any Dragging Party shall be substantially identical other Selling Sponsors may exercise more than with respect to the applicable governing Law with respect to its power, authority and legal capacity to vote its shares of Common Stock in favor of such Dragged Asset Saleone Drag Along Option. (x) Subject to the terms and conditions of this Section 2(b), the Company (in the case of any Dragged Asset Sale) agrees that it shall use its reasonable best efforts to effect the Dragged Asset Sale, as expeditiously as practicable, including delivering all documents necessary or reasonably requested in connection with such Dragged Asset Sale, and entering into any instrument, undertaking or obligation necessary or reasonably requested in connection with such Dragged Asset Sale (as specified in the Dragged Asset Sale Notice). Subject to the terms and conditions of this Section 2(b) and without limiting the generality of the foregoing, the Company shall take or cause to be taken all actions, and do or cause to be done, on behalf and in respect of the Company, all reasonably requested actions consistent with this Section 2(b) in connection with any Dragged Asset Sale, as applicable. In addition, (A) each Dragging Party and each Dragged Asset Sale Holder shall pay its pro rata share (based on the percentage of the proceeds actually received by such Dragging Party or such Dragged Asset Sale Holder, as applicable, as compared to the aggregate proceeds actually received by all Dragged Asset Sale Holders and all Dragging Parties) of the reasonable expenses (if any) incurred by each Dragging Party and each of the Dragged Asset Sale Holders (or any of their respective Affiliates) in connection with the Dragged Asset Sale; and (B) each Dragging Party and each Dragged Asset Sale Holder shall join on a pro rata basis (based on the percentage of the proceeds actually received by such Dragging Party or such Dragged Asset Sale Holder, as applicable, as compared to the aggregate proceeds actually received by all Dragged Asset Sale Holders and all Dragging Parties), severally and not jointly, in any indemnification or other obligations that are specified in the Dragged Asset Sale Notice, except for (x) any indemnification of any Dragging Party or any of its Affiliates, (y) any indemnification with respect to the representations and warranties given by any other Dragged Asset Sale Holder pursuant to Section 2(b)(ix) and (z) any indemnification of any Transferee or any other party related to such Dragged Asset Sale (including escrow agents, investment bankers or other agents or advisors) with respect to an aggregate amount in excess of the proceeds actually paid to such Dragged Asset Sale Holder (after deducting any expenses paid by such Dragged Asset Sale Holder pursuant to clause (A) of this sentence) in respect of the assets sold in such Dragged Asset Sale. (xi) At the option of the Dragging Parties, if and to the extent Apollo and General Atlantic or either of them is a Dragged Holder or Dragged Asset Holder, as the case may be, and the Control Event shall have occurred, each of Apollo and General Atlantic or either of them, as applicable, shall (A) assign, to the extent assignable, without consent of any other Person, its rights to effect a Drag-Along Transaction or a Dragged Asset Sale, as the case may be, under the Securityholder Rights Agreement and the Stockholder Agreement (in each case as such terms are defined in such agreements, respectively) to the Dragging Parties, and (B) exercise, to the extent exercisable, any and all of its drag-along rights under the Securityholder Rights Agreement, the Stockholder Agreement and any other agreement to which it is a party to cause the other parties thereto to transfer a percentage of each of their shares of Common Stock equal to the Drag-Along Percentage, without duplication, on the same terms as the Dragged Holders. (xii) Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, this Section 2(b) shall not apply to (A) Permitted Transfers, (B) Transfers of shares of Common Stock made in a Qualified Public Offering or (C) Transfers of assets by the Company or any of its Subsidiaries to (1) any of Apollo, Apollo’s Affiliates, or Apollo’s or Apollo’s Affiliates’ respective portfolio companies or (2) to any of General Atlantic, General Atlantic’s Affiliates, or General Atlantic’s or General Atlantic’s Affiliates’ respective portfolio companies.

Drag Along Option. (i) Before If the completion Apollo Group desires to effect a Tag-Along Transaction prior to the consummation of a Qualified Public OfferingOffering (other than in a transaction described in Section 2(a)(iv) hereof), if then in lieu of complying with the holders requirements of 50.01% or more Section 2(a), the Apollo Group at its option may require all other Class B Holders to sell the same percentage of their Class B Shares (including their Deemed Held Shares) as the sum of Apollo Group desires to sell to the number of issued transferee selected by the Apollo Group in a bona-fide arms-length transaction, at the same price per share and outstanding shares of Common Stock, including on substantially the Warrant Shares, if any same terms and assuming conditions as apply to those Class B Shares sold by the exercise of all Exercisable Warrants Apollo Group (the “Dragging PartiesDrag-Along Option”); provided, desire to Transfer shares of Common Stock or Exercisable Warrants to an unaffiliated third party (for the avoidance of doubt, any Affiliate or a portfolio company of a Dragging Party shall be deemed not to be an unaffiliated third party for these purposes) in a transaction or series of related transactions, whether by sale of stock, merger, consolidation or otherwisehowever, that comprise 80% or more the Class B Holders (other than the Partnership) shall not be obligated to make any out-of-pocket expenditures prior to the consummation of the shares sale or transfer (excluding modest expenditures for postage, copies and other similar expenses). (ii) The Apollo Group shall provide written notice of Common Stock beneficially owned by such Dragging Parties and their Affiliates an exercise of the Drag-Along Option to the other Class B Holders (a “Drag-Along TransactionSale Notice”), then, for the Dragging Parties shall have the right proposed transaction (the “Drag-Along RightSale”) to require each Holder, Legacy Stockholder and its respective Affiliates (a “Dragged Holder”) to Transfer, in the ). The Drag-Along Transaction, Sale Notice shall identify the number of shares of Common Stock beneficially owned by such Dragged Holder multiplied by transferee and the Drag-Along Percentage (rounded down consideration for which a Transfer is proposed to the nearest whole share). (ii) To exercise the Drag-Along Right, the Dragging Parties shall deliver written notice of such Drag-Along Transaction be made (the “Drag-Along NoticeSale Price”) to the Company and each Dragged Holder. Such Drag-Along Notice shall disclose in reasonable detail the number of shares of Common Stock to be subject to the Drag-Along Transaction (the “Drag-Along Shares”), the proposed price, the all other proposed material terms and conditions of the proposed Drag-Along Transaction (including copies of the definitive agreements relating thereto) and the identity of the prospective purchaser. For the avoidance of doubt, the terms and conditions of the proposed Drag-Along Transaction must be the same for the Dragging Parties and the Dragged Holder, including the identical form and amount of consideration for the shares of Common Stock, but excluding any Consulting Fees payable pursuant to the Consulting Agreement, which payments shall be subject to Section 7(c)Sale. (iii) The Persons purchasing Apollo Group shall have a period of one (1) year from the shares date of Common Stock pursuant to a receipt of the Drag-Along Transaction Sale Notice to consummate the Drag-Along Sale on substantially the same terms and conditions set forth in such Drag-Along Sale Notice; provided, that if such Drag-Along Sale is subject to regulatory approval, such 1-year period shall be entitled to require each Dragged Holder to provide representations and warranties regarding extended until the expiration of five Business Days after all such approvals have been received, but in no event later than eighteen (A18) its power, authority and legal capacity to enter into such Transfer months after the date of shares receipt of Common Stock; (B) its valid right, title and interest in such shares of Common Stock and the Dragged Holder’s ownership of such shares of Common Stock; (C) the absence of any Encumbrances on such shares of Common Stock; and (D) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which such Dragged Holder or the assets of such Dragged Holder are bound as the result of such sale; provided that the representations to be provided by each Dragged Holder and each Dragging Party shall be substantially identical other than with respect to the applicable governing Law with respect to its power, authority and legal capacity to enter into such Transfer of shares of Common StockDrag-Along Sale Notice. (iv) With respect to any Drag-Along Transaction, the Dragging Parties and each Dragged Each Class B Holder shall use their reasonable best efforts consent to effect and raise no objections against the Drag-Along Transaction Option, and if the Drag-Along Option is structured as expeditiously as practicable(A) a merger or consolidation of the Company or an Asset Sale, including delivering all documents necessary each Class B Holder shall waive any dissenters rights, appraisal rights or reasonably requested similar rights such Holder may have in connection with such Drag-Along Transactionmerger, voting in support consolidation or Asset Sale, or (B) a sale of such transaction and entering into any instrumentall the capital stock of the Company, undertaking or obligation necessary or reasonably requested in connection with such Drag-Along Transaction (as specified in the Class B Holders shall agree to sell all their Class B Shares that are the subject of the Drag-Along NoticeOption (including their Deemed Held Shares). Subject to the terms and conditions of this Section 2(b) and without limiting the generality of the foregoing, the Company and each Dragged Holder The Class B Holders shall take or cause to be taken all actions, necessary and do or cause to be done, on behalf and in respect of the Company, all desirable actions reasonably requested actions consistent with this Section 2(b) by the Apollo Group in connection with any Drag-Along Transaction. In addition, (A) each Dragging Party and each Dragged Holder shall pay its pro rata share (based on the percentage of the proceeds for the shares of Common Stock actually received by such Dragging Party or such Dragged Holder, as applicable, as compared to the aggregate proceeds for the shares of Common Stock actually received by all Dragged Holders and all Dragging Parties) of the reasonable expenses (if any) incurred by the each of the Dragging Parties and each of the Dragged Holders (or any of their respective Affiliates) in connection with the Drag-Along Transaction; and (B) each Dragging Party and each Dragged Holder shall join on a pro rata basis (based on the percentage of the proceeds for the shares of Common Stock actually received by such Dragging Party or such Dragged Holder, as applicable, as compared to the aggregate proceeds for the shares of Common Stock actually received by all Dragged Holders and all Dragging Parties), severally and not jointly, in any indemnification or other obligations that are specified in the Drag-Along Notice, except for (x) any indemnification of any Dragging Party or any of its Affiliates, (y) any indemnification with respect to the representations and warranties given by any other Dragged Holder pursuant to Section 2(b)(iii) and (z) any indemnification of any Transferee or any other party related to such Drag-Along Transaction (including escrow agents, investment bankers or other agents or advisors) with respect to an aggregate amount in excess of the proceeds actually paid to such Dragged Holder (after deducting any expenses paid by such Dragged Holder pursuant to clause (A) of this sentence) in respect of such Dragged Holder’s shares of Common Stock in connection with such Drag-Along Transaction (provided that, with respect to any options, warrants or other rights to purchase or subscribe for shares of Common Stock exercised or converted into shares of Common Stock by a Dragged Holder following the delivery of the applicable Drag-Along Notice, such proceeds shall only include the amount by which the aggregate proceeds actually received exceeds the aggregate exercise or conversion price actually paid by such Dragged Holder in respect of such options, warrants or rights). Notwithstanding anything to the contrary contained herein, in no event shall any Dragged Holder be obligated to enter into any non-competition or non-solicitation agreement or any other agreement or restrictive covenant of similar import in connection its participation in a Drag-Along Transaction without such Dragged Holder’s consent. (v) If requested by the Dragging Parties, each Dragged Holder will, immediately prior to the consummation of the Drag-Along TransactionOption, exercise and/or convert, as applicable, such number of options, warrants or other rights including obtaining Board consent to purchase or subscribe for shares of Common Stock into shares of Common Stock as is required so that a sufficient number of shares of Common Stock are available to Transfer the applicable number of Drag-Along Shares beneficially owned by such Dragged Holder; provided that any Dragged Holder that holds such options, warrants or other rights to purchase the exercise or conversion price per share of which is greater than the per share price at which the Drag-Along Option and the execution of such agreements and such instruments and the taking of such other actions as are reasonably necessary to provide customary representations, warranties, and indemnities as are customarily provided in a sale transaction (provided that (i) the proportionate liability of a Class B Holder under any such indemnity shall not exceed the proportion that the Class B Shares being sold by such Class B Holder in the Drag-Along transaction bears to the total number of Class B Shares being sold by all Class B Holders in such transaction, except with respect to any indemnity that applies solely with respect to such Class B Holder, such as an indemnity with respect to the title to such Class B Holder’s Class B Shares, and (ii) no Class B Holder shall be required to incur liability under such indemnity in excess of the proceeds received by such Class B Holder in such sale), as well as escrow arrangements relating to such Drag-Along Option. It is agreed and understood that the Apollo Group may exercise more than one Drag-Along Option. (v) The Company and each Class B Holder shall cooperate in causing any Deemed Held Shares of such Class B Holder that are ultimately included in a Drag-Along Option to be Transferred, may, in place delivered to such Class B Holder immediately prior to the closing of such Drag-Along Option in order that such Class B Holder may exercise his rights under Section 2(a) or conversionthat the Apollo Group may exercise its rights under Section 2(b), submit to irrevocable cancellation thereof without any liability for payment of any exercise or conversion price with respect theretoas the case may be. (vi) Upon No less than five (5) business days prior to the anticipated closing of date, or at such later time as may be requested by Apollo, in connection with the sale of any shares of Common Stock Class B Shares (including any Deemed Held Shares) pursuant to Section 2(a) or this Section 22(b), the Dragged Class B Holders shall deliver at such closingto Apollo or the Company, as requested, against payment of the purchase price therefor, certificates representing their shares of Common Stock Class B Shares to be sold, duly endorsed for Transfer transfer or accompanied by duly endorsed stock powerspowers (or, if uncertificated, other appropriate documentation to evidence transfer), and evidence of the absence of Encumbrances any liens, encumbrances and adverse claims with respect thereto and of such other matters as are deemed reasonably necessary by the Company for the proper Transfer transfer of such shares on the books of the Company. (vii) If the Dragging Parties have satisfied the conditions necessary to exercise the Drag-Along Right with respect to a Drag-Along Transaction, then before the completion of a Qualified Public Offering, in connection with a sale of all or substantially all of the consolidated gross assets (excluding cash) of the Company and assumption of all or substantially all of the consolidated gross liabilities (excluding Indebtedness) of the Company to an unaffiliated third party (for the avoidance of doubt, any Affiliate or a portfolio company of a Dragging Party shall be deemed not to be an unaffiliated third party for these purposes) (a “Dragged Asset Sale”), the Dragging Parties shall have the right (the “Dragged Asset Sale Right”) to require each Holder, Legacy Stockholder and their respective Affiliates (a “Dragged Asset Sale Holder”) to vote to approve such Dragged Asset Sale. (viii) To exercise the Dragged Asset Sale Right, the Dragging Parties must deliver written notice of such proposed Dragged Asset Sale (the “Dragged Asset Sale Notice”) to the Company and each Dragged Asset Sale Holder. Such Dragged Asset Sale Notice shall disclose in reasonable detail the proposed price, the other proposed terms and conditions of the proposed Dragged Asset Sale (including copies of the definitive agreements relating thereto) and the identity of the prospective Asset Acquirer. (ix) The Asset Acquirer shall be entitled to require each Dragged Asset Sale Holder to provide representations and warranties regarding (A) its power, authority and legal capacity to vote its shares of Common Stock in favor of such Dragged Asset Sale; (B) its valid right, title and interest in such shares of Common Stock and the Dragged Asset Sale Holder’s ownership of such shares of Common Stock; (C) the absence of any Encumbrances on such shares of Common Stock; and (D) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which such Dragged Asset Sale Holder or the assets of such Dragged Asset Sale Holder are bound as the result of such sale, provided that the representations to be provided by each Dragged Asset Sale Holder and any Dragging Party shall be substantially identical other than with respect to the applicable governing Law with respect to its power, authority and legal capacity to vote its shares of Common Stock in favor of such Dragged Asset Sale. (x) Subject to the terms and conditions of this Section 2(b), the Company (in the case of any Dragged Asset Sale) agrees that it shall use its reasonable best efforts to effect the Dragged Asset Sale, as expeditiously as practicable, including delivering all documents necessary or reasonably requested in connection with such Dragged Asset Sale, and entering into any instrument, undertaking or obligation necessary or reasonably requested in connection with such Dragged Asset Sale (as specified in the Dragged Asset Sale Notice). Subject to the terms and conditions of this Section 2(b) and without limiting the generality of the foregoing, the Company shall take or cause to be taken all actions, and do or cause to be done, on behalf and in respect of the Company, all reasonably requested actions consistent with this Section 2(b) in connection with any Dragged Asset Sale, as applicable. In addition, (A) each Dragging Party and each Dragged Asset Sale Holder shall pay its pro rata share (based on the percentage of the proceeds actually received by such Dragging Party or such Dragged Asset Sale Holder, as applicable, as compared to the aggregate proceeds actually received by all Dragged Asset Sale Holders and all Dragging Parties) of the reasonable expenses (if any) incurred by each Dragging Party and each of the Dragged Asset Sale Holders (or any of their respective Affiliates) in connection with the Dragged Asset Sale; and (B) each Dragging Party and each Dragged Asset Sale Holder shall join on a pro rata basis (based on the percentage of the proceeds actually received by such Dragging Party or such Dragged Asset Sale Holder, as applicable, as compared to the aggregate proceeds actually received by all Dragged Asset Sale Holders and all Dragging Parties), severally and not jointly, in any indemnification or other obligations that are specified in the Dragged Asset Sale Notice, except for (x) any indemnification of any Dragging Party or any of its Affiliates, (y) any indemnification with respect to the representations and warranties given by any other Dragged Asset Sale Holder pursuant to Section 2(b)(ix) and (z) any indemnification of any Transferee or any other party related to such Dragged Asset Sale (including escrow agents, investment bankers or other agents or advisors) with respect to an aggregate amount in excess of the proceeds actually paid to such Dragged Asset Sale Holder (after deducting any expenses paid by such Dragged Asset Sale Holder pursuant to clause (A) of this sentence) in respect of the assets sold in such Dragged Asset Sale. (xi) At the option of the Dragging Parties, if and to the extent Apollo and General Atlantic or either of them is a Dragged Holder or Dragged Asset Holder, as the case may be, and the Control Event shall have occurred, each of Apollo and General Atlantic or either of them, as applicable, shall (A) assign, to the extent assignable, without consent of any other Person, its rights to effect a Drag-Along Transaction or a Dragged Asset Sale, as the case may be, under the Securityholder Rights Agreement and the Stockholder Agreement (in each case as such terms are defined in such agreements, respectively) to the Dragging Parties, and (B) exercise, to the extent exercisable, any and all of its drag-along rights under the Securityholder Rights Agreement, the Stockholder Agreement and any other agreement to which it is a party to cause the other parties thereto to transfer a percentage of each of their shares of Common Stock equal to the Drag-Along Percentage, without duplication, on the same terms as the Dragged Holders. (xii) Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, this Section 2(b) shall not apply to (A) Permitted Transfers, (B) Transfers of shares of Common Stock made in a Qualified Public Offering or (C) Transfers of assets by the Company or any of its Subsidiaries to (1) any of Apollo, Apollo’s Affiliates, or Apollo’s or Apollo’s Affiliates’ respective portfolio companies or (2) to any of General Atlantic, General Atlantic’s Affiliates, or General Atlantic’s or General Atlantic’s Affiliates’ respective portfolio companies.

Drag Along Option. (ia) Before Following the completion of a Qualified Public OfferingSole Funding Period, if the holders of 50.01a Shareholder (Dragging Shareholder) that holds at least 75% or more of the sum Shares issued by the Company wishes to sell all of its Shares to a Third Party, that Shareholder may serve a notice (Drag Along Notice) on the number other Shareholder (Dragged Shareholder) stating that it requires the Dragged Shareholder to sell all of its Shares (Called Shares) to a Third Party Buyer on the terms contained in the Drag Along Notice and otherwise in accordance with this clause 23 without having to first comply with clause 21. (b) Each Drag Along Notice issued and outstanding shares of Common Stock, including under clause 23.1(a) must specify: (i) the Warrant Shares, if any and assuming the exercise of all Exercisable Warrants proposed purchase price (the “Dragging Parties”), desire to Transfer shares of Common Stock or Exercisable Warrants to an unaffiliated third party (for the avoidance of doubt, any Affiliate or which must be a portfolio company of a Dragging Party shall be deemed not cash consideration) per Share proposed to be an unaffiliated third party for these purposes) in a transaction or series of related transactions, whether by sale of stock, merger, consolidation or otherwise, that comprise 80% or more of the shares of Common Stock beneficially owned by such Dragging Parties and their Affiliates (a “Drag-Along Transaction”), then, the Dragging Parties shall have the right (the “Drag-Along Right”) to require each Holder, Legacy Stockholder and its respective Affiliates (a “Dragged Holder”) to Transfer, in the Drag-Along Transaction, the number of shares of Common Stock beneficially owned by such Dragged Holder multiplied sold by the Drag-Along Percentage (rounded down Shareholder to the nearest whole share).Third Party Buyer; (ii) To exercise the Drag-proposed settlement date, which must not exceed 90 days from the date of the Drag Along Right, Notice and must be the same date as the date proposed for completion of the sale of the Called Shares (Drag Along Completion Date); (iii) the name of the proposed Third Party Buyer of the Shares of the Dragging Parties shall deliver written notice Shareholder; and (iv) any other commercial terms of such Drag-the sale of the Shares of the Dragging Shareholder. (c) A Drag Along Transaction Notice is irrevocable. (d) Following receipt of the “Drag-Drag Along Notice”: (i) the Dragging Shareholder may dispose of all of its Shares to the Company and each Dragged Holder. Such Drag-Third Party Buyer on the payment terms set out in the Drag Along Notice shall disclose and otherwise in reasonable detail accordance with this clause 23; and (ii) the number of shares of Common Stock to be subject Dragged Shareholder must sell all the Called Shares to the Drag-Third Party Buyer on the payment terms set out in the Drag Along Transaction Notice and on terms which comply with clauses 23.1(e) and 23.1(f). Xxxxxxxx Xxxxx Joint Venture and Shareholders Agreement 56 (the “Drag-Along Shares”e) Subject to clause 23.1(f), the proposed pricesale of the Called Shares to the Third Party Buyer under this clause 23 must be for the same sale price per Share and otherwise be on same terms (including covenants, the other proposed terms representations, warranties and indemnities) and conditions as those applicable to the sale of Shares by the Dragging Shareholder to the Third Party Buyer except as otherwise necessary to: (i) ensure that the rights and liabilities of the proposed DragDragging Shareholder and the Dragged Shareholder are several and pro-Along Transaction rata; and (including copies of the definitive agreements relating theretoii) and reflect the identity of the prospective purchaser. For Dragged Shareholder as the avoidance of doubt, the terms and conditions seller of the proposed Drag-Along Transaction must be the same for the Dragging Parties and the Dragged Holder, including the identical form and amount of consideration for the shares of Common Stock, but excluding any Consulting Fees payable pursuant to the Consulting Agreement, which payments shall be subject to Section 7(c)Called Shares. (iiif) The Persons purchasing Dragged Shareholder is not required to make any covenants, representations or warranties or give any indemnities in favour of the shares of Common Stock pursuant to a Drag-Along Transaction shall be entitled to require each Dragged Holder to provide Third Party Buyer other than such customary representations and warranties regarding (A) its power, as to the authority and legal capacity to enter into such Transfer of shares of Common Stock; (B) its valid right, title and interest in such shares of Common Stock and the Dragged Holder’s ownership of such shares of Common Stock; (C) the absence of any Encumbrances on such shares of Common Stock; and (D) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which such Dragged Holder or the assets of such Dragged Holder are bound as the result of such sale; provided that the representations to be provided by each Dragged Holder and each Dragging Party shall be substantially identical other than with respect to the applicable governing Law with respect to its power, authority and legal capacity to enter into such Transfer of shares of Common Stock. (iv) With respect to any Drag-Along Transaction, the Dragging Parties and each Dragged Holder shall use their reasonable best efforts to effect the Drag-Along Transaction as expeditiously as practicable, including delivering all documents necessary or reasonably requested in connection with such Drag-Along Transaction, voting in support of such transaction and entering into any instrument, undertaking or obligation necessary or reasonably requested in connection with such Drag-Along Transaction (as specified in the Drag-Along Notice). Subject to the terms and conditions of this Section 2(b) and without limiting the generality of the foregoing, the Company and each Dragged Holder shall take or cause to be taken all actions, and do or cause to be done, on behalf and in respect of the Company, all reasonably requested actions consistent with this Section 2(b) in connection with any Drag-Along Transaction. In addition, (A) each Dragging Party and each Dragged Holder shall pay its pro rata share (based on the percentage of the proceeds for the shares of Common Stock actually received by such Dragging Party or such Dragged Holder, as applicable, as compared to the aggregate proceeds for the shares of Common Stock actually received by all Dragged Holders and all Dragging Parties) of the reasonable expenses (if any) incurred by the each of the Dragging Parties and each of the Dragged Holders (or any Shareholder and the nature and quality of their respective Affiliates) in connection with the Drag-Along Transaction; and (B) each Dragging Party and each Dragged Holder shall join on a pro rata basis (based on the percentage of the proceeds for the shares of Common Stock actually received by such Dragging Party or such Dragged Holder, as applicable, as compared its title to the aggregate proceeds for the shares of Common Stock actually received by all Dragged Holders and all Dragging Parties), severally and not jointly, in any indemnification or other obligations that are specified in the Drag-Along Notice, except for (x) any indemnification of any Dragging Party or any of its Affiliates, (y) any indemnification with respect to the representations and warranties given by any other Dragged Holder pursuant to Section 2(b)(iii) and (z) any indemnification of any Transferee or any other party related to such Drag-Along Transaction (including escrow agents, investment bankers or other agents or advisors) with respect to an aggregate amount in excess of the proceeds actually paid to such Dragged Holder (after deducting any expenses paid by such Dragged Holder pursuant to clause (A) of this sentence) in respect of such Dragged Holder’s shares of Common Stock in connection with such Drag-Along Transaction (provided that, with respect to any options, warrants or other rights to purchase or subscribe for shares of Common Stock exercised or converted into shares of Common Stock by a Dragged Holder following the delivery of the applicable Drag-Along Notice, such proceeds shall only include the amount by which the aggregate proceeds actually received exceeds the aggregate exercise or conversion price actually paid by such Dragged Holder in respect of such options, warrants or rights). Notwithstanding anything to the contrary contained herein, in no event shall any Dragged Holder be obligated to enter into any non-competition or non-solicitation agreement or any other agreement or restrictive covenant of similar import in connection its participation in a Drag-Along Transaction without such Dragged Holder’s consent. (v) If requested by the Dragging Parties, each Dragged Holder will, immediately prior to the consummation of the Drag-Along Transaction, exercise and/or convert, as applicable, such number of options, warrants or other rights to purchase or subscribe for shares of Common Stock into shares of Common Stock as is required so that a sufficient number of shares of Common Stock are available to Transfer the applicable number of Drag-Along Called Shares beneficially owned by such Dragged Holder; provided that any Dragged Holder that holds such options, warrants or other rights to purchase the exercise or conversion price per share of which is greater than the per share price at which the Drag-Along Shares are to be Transferred, may, in place of such exercise or conversion, submit to irrevocable cancellation thereof without any liability for payment of any exercise or conversion price with respect thereto. (vi) Upon the closing of the sale of any shares of Common Stock pursuant to this Section 2, the Dragged Holders shall deliver at such closing, against payment of the purchase price therefor, certificates representing their shares of Common Stock to be sold, duly endorsed for Transfer or accompanied sold by duly endorsed stock powers, and evidence of the absence of Encumbrances with respect thereto and of such other matters as are deemed reasonably necessary by the Company for the proper Transfer of such shares on the books of the Company. (vii) If the Dragging Parties have satisfied the conditions necessary to exercise the Drag-Along Right with respect to a Drag-Along Transaction, then before the completion of a Qualified Public Offering, in connection with a sale of all or substantially all of the consolidated gross assets (excluding cash) of the Company and assumption of all or substantially all of the consolidated gross liabilities (excluding Indebtedness) of the Company to an unaffiliated third party (for the avoidance of doubt, any Affiliate or a portfolio company of a Dragging Party shall be deemed not to be an unaffiliated third party for these purposes) (a “Dragged Asset Sale”), the Dragging Parties shall have the right (the “Dragged Asset Sale Right”) to require each Holder, Legacy Stockholder and their respective Affiliates (a “Dragged Asset Sale Holder”) to vote to approve such Dragged Asset Sale. (viii) To exercise the Dragged Asset Sale Right, the Dragging Parties must deliver written notice of such proposed Dragged Asset Sale (the “Dragged Asset Sale Notice”) to the Company and each Dragged Asset Sale Holder. Such Dragged Asset Sale Notice shall disclose in reasonable detail the proposed price, the other proposed terms and conditions of the proposed Dragged Asset Sale (including copies of the definitive agreements relating thereto) and the identity of the prospective Asset Acquirer. (ix) The Asset Acquirer shall be entitled to require each Dragged Asset Sale Holder to provide representations and warranties regarding (A) its power, authority and legal capacity to vote its shares of Common Stock in favor of such Dragged Asset Sale; (B) its valid right, title and interest in such shares of Common Stock and the Dragged Asset Sale Holder’s ownership of such shares of Common Stock; (C) the absence of any Encumbrances on such shares of Common Stock; and (D) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which such Dragged Asset Sale Holder or the assets of such Dragged Asset Sale Holder are bound it as the result of such saleThird Party Buyer, provided that the representations to be provided by each Dragged Asset Sale Holder and any Dragging Party shall be substantially identical other than with respect to the applicable governing Law with respect to its poweracting reasonably, authority and legal capacity to vote its shares of Common Stock in favor of such Dragged Asset Salemay request. (x) Subject to the terms and conditions of this Section 2(b), the Company (in the case of any Dragged Asset Sale) agrees that it shall use its reasonable best efforts to effect the Dragged Asset Sale, as expeditiously as practicable, including delivering all documents necessary or reasonably requested in connection with such Dragged Asset Sale, and entering into any instrument, undertaking or obligation necessary or reasonably requested in connection with such Dragged Asset Sale (as specified in the Dragged Asset Sale Notice). Subject to the terms and conditions of this Section 2(b) and without limiting the generality of the foregoing, the Company shall take or cause to be taken all actions, and do or cause to be done, on behalf and in respect of the Company, all reasonably requested actions consistent with this Section 2(b) in connection with any Dragged Asset Sale, as applicable. In addition, (A) each Dragging Party and each Dragged Asset Sale Holder shall pay its pro rata share (based on the percentage of the proceeds actually received by such Dragging Party or such Dragged Asset Sale Holder, as applicable, as compared to the aggregate proceeds actually received by all Dragged Asset Sale Holders and all Dragging Parties) of the reasonable expenses (if any) incurred by each Dragging Party and each of the Dragged Asset Sale Holders (or any of their respective Affiliates) in connection with the Dragged Asset Sale; and (B) each Dragging Party and each Dragged Asset Sale Holder shall join on a pro rata basis (based on the percentage of the proceeds actually received by such Dragging Party or such Dragged Asset Sale Holder, as applicable, as compared to the aggregate proceeds actually received by all Dragged Asset Sale Holders and all Dragging Parties), severally and not jointly, in any indemnification or other obligations that are specified in the Dragged Asset Sale Notice, except for (x) any indemnification of any Dragging Party or any of its Affiliates, (y) any indemnification with respect to the representations and warranties given by any other Dragged Asset Sale Holder pursuant to Section 2(b)(ix) and (z) any indemnification of any Transferee or any other party related to such Dragged Asset Sale (including escrow agents, investment bankers or other agents or advisors) with respect to an aggregate amount in excess of the proceeds actually paid to such Dragged Asset Sale Holder (after deducting any expenses paid by such Dragged Asset Sale Holder pursuant to clause (A) of this sentence) in respect of the assets sold in such Dragged Asset Sale. (xi) At the option of the Dragging Parties, if and to the extent Apollo and General Atlantic or either of them is a Dragged Holder or Dragged Asset Holder, as the case may be, and the Control Event shall have occurred, each of Apollo and General Atlantic or either of them, as applicable, shall (A) assign, to the extent assignable, without consent of any other Person, its rights to effect a Drag-Along Transaction or a Dragged Asset Sale, as the case may be, under the Securityholder Rights Agreement and the Stockholder Agreement (in each case as such terms are defined in such agreements, respectively) to the Dragging Parties, and (B) exercise, to the extent exercisable, any and all of its drag-along rights under the Securityholder Rights Agreement, the Stockholder Agreement and any other agreement to which it is a party to cause the other parties thereto to transfer a percentage of each of their shares of Common Stock equal to the Drag-Along Percentage, without duplication, on the same terms as the Dragged Holders. (xii) Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, this Section 2(b) shall not apply to (A) Permitted Transfers, (B) Transfers of shares of Common Stock made in a Qualified Public Offering or (C) Transfers of assets by the Company or any of its Subsidiaries to (1) any of Apollo, Apollo’s Affiliates, or Apollo’s or Apollo’s Affiliates’ respective portfolio companies or (2) to any of General Atlantic, General Atlantic’s Affiliates, or General Atlantic’s or General Atlantic’s Affiliates’ respective portfolio companies.

Drag Along Option. (i) Before If the completion Apollo Group desires to effect a sale or transfer of 20% or more of its Original Shares prior to the consummation of a Qualified Public Offering, if the holders of 50.01% or more of the sum of the number of issued and outstanding shares of Common Stock, including the Warrant Shares, if any and assuming the exercise of all Exercisable Warrants Offering (the “Dragging Parties”other than in a transaction described in Section 2(a)(i)(x) hereof), desire then in lieu of complying with the requirements of Section 2(a), the Apollo Group at its option may require all Other Holders to Transfer sell the same percentage of their shares of Common Stock or Exercisable Warrants (including their Deemed Held Shares) as the Apollo Group desires to an unaffiliated third party (for sell to the avoidance of doubt, any Affiliate or a portfolio company of a Dragging Party shall be deemed not to be an unaffiliated third party for these purposes) transferee selected by the Apollo Group in a transaction or series of related transactionsbona-fide arms-length transaction, whether by sale of stock, merger, consolidation or otherwise, that comprise 80% or more of at the same price per share and on the same terms and conditions as apply to those shares of Common Stock beneficially owned sold by such Dragging Parties the Apollo Group (the “Drag-Along Option”); provided, however, that the Other Holders shall not be obligated to make any out-of-pocket expenditures prior to the consummation of the sale or transfer (excluding modest expenditures for postage, copies and their other similar expenses). The foregoing right shall not limit the rights that the XX Xxxxxx may have under Delaware law as a stockholder in the Company, nor any other rights GE or its Affiliates may otherwise have, including as a limited partner in any affiliate of the Apollo Group, nor shall it limit any of the fiduciary duties of the Board. (ii) The Apollo Group shall provide written notice of an exercise of the Drag-Along Option to the Other Holders (a “Drag-Along TransactionSale Notice”), then, for the Dragging Parties shall have the right proposed transaction (the “Drag-Along RightSale”) to require each Holder, Legacy Stockholder and its respective Affiliates (a “Dragged Holder”) to Transfer, in the ). The Drag-Along Transaction, Sale Notice shall identify the number of shares of Common Stock beneficially owned by such Dragged Holder multiplied by transferee and the Drag-Along Percentage (rounded down consideration for which a Transfer is proposed to the nearest whole share). (ii) To exercise the Drag-Along Right, the Dragging Parties shall deliver written notice of such Drag-Along Transaction be made (the “Drag-Along NoticeSale Price”) to the Company and each Dragged Holder. Such Drag-Along Notice shall disclose in reasonable detail the number of shares of Common Stock to be subject to the Drag-Along Transaction (the “Drag-Along Shares”), the proposed price, the all other proposed material terms and conditions of the proposed Drag-Along Transaction (including copies of the definitive agreements relating thereto) and the identity of the prospective purchaser. For the avoidance of doubt, the terms and conditions of the proposed Drag-Along Transaction must be the same for the Dragging Parties and the Dragged Holder, including the identical form and amount of consideration for the shares of Common Stock, but excluding any Consulting Fees payable pursuant to the Consulting Agreement, which payments shall be subject to Section 7(c)Sale. (iii) The Persons purchasing Apollo Group shall have a period of one hundred twenty (120) days from the shares date of Common Stock pursuant to a receipt of the Drag-Along Transaction Sale Notice to consummate the Drag-Along Sale on substantially the same terms and conditions set forth in such Drag-Along Sale Notice; provided, that if such Drag-Along Sale is subject to regulatory approval, such 120-day period shall be entitled to require each Dragged Holder to provide representations extended until the expiration of five Business Days after all such approvals have been received, but in no event later than two hundred and warranties regarding seventy (A270) its power, authority and legal capacity to enter into such Transfer days after the date of shares receipt of Common Stock; (B) its valid right, title and interest in such shares of Common Stock and the Dragged Holder’s ownership of such shares of Common Stock; (C) the absence of any Encumbrances on such shares of Common Stock; and (D) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which such Dragged Holder or the assets of such Dragged Holder are bound as the result of such sale; provided that the representations to be provided by each Dragged Holder and each Dragging Party shall be substantially identical other than with respect to the applicable governing Law with respect to its power, authority and legal capacity to enter into such Transfer of shares of Common StockDrag-Along Sale Notice. (iv) With respect to any Drag-Along Transaction, the Dragging Parties and each Dragged Each Holder shall use their reasonable best efforts consent to effect and raise no objections against the Drag-Along Transaction Option, and if the Drag-Along Option is structured as expeditiously as practicable(A) a merger or consolidation of the Company or an Asset Sale, including delivering all documents necessary each Holder shall waive any dissenters rights, appraisal rights or reasonably requested similar rights such Holder may have in connection with such Drag-Along Transactionmerger, voting in support consolidation or Asset Sale, or (B) a sale of such transaction and entering into any instrumentall the capital stock of the Company, undertaking or obligation necessary or reasonably requested in connection with such Drag-Along Transaction (as specified in the Holders shall agree to sell all their shares of Common Stock that are the subject of the Drag-Along NoticeOption (including their Deemed Held Shares). Subject to the terms and conditions of this Section 2(b) and without limiting the generality of the foregoing, the Company and each Dragged Holder The Holders shall take or cause to be taken all actions, necessary and do or cause to be done, on behalf and in respect of the Company, all desirable actions reasonably requested actions consistent with this Section 2(b) by the Apollo Group in connection with any Drag-Along Transaction. In addition, (A) each Dragging Party and each Dragged Holder shall pay its pro rata share (based on the percentage of the proceeds for the shares of Common Stock actually received by such Dragging Party or such Dragged Holder, as applicable, as compared to the aggregate proceeds for the shares of Common Stock actually received by all Dragged Holders and all Dragging Parties) of the reasonable expenses (if any) incurred by the each of the Dragging Parties and each of the Dragged Holders (or any of their respective Affiliates) in connection with the Drag-Along Transaction; and (B) each Dragging Party and each Dragged Holder shall join on a pro rata basis (based on the percentage of the proceeds for the shares of Common Stock actually received by such Dragging Party or such Dragged Holder, as applicable, as compared to the aggregate proceeds for the shares of Common Stock actually received by all Dragged Holders and all Dragging Parties), severally and not jointly, in any indemnification or other obligations that are specified in the Drag-Along Notice, except for (x) any indemnification of any Dragging Party or any of its Affiliates, (y) any indemnification with respect to the representations and warranties given by any other Dragged Holder pursuant to Section 2(b)(iii) and (z) any indemnification of any Transferee or any other party related to such Drag-Along Transaction (including escrow agents, investment bankers or other agents or advisors) with respect to an aggregate amount in excess of the proceeds actually paid to such Dragged Holder (after deducting any expenses paid by such Dragged Holder pursuant to clause (A) of this sentence) in respect of such Dragged Holder’s shares of Common Stock in connection with such Drag-Along Transaction (provided that, with respect to any options, warrants or other rights to purchase or subscribe for shares of Common Stock exercised or converted into shares of Common Stock by a Dragged Holder following the delivery of the applicable Drag-Along Notice, such proceeds shall only include the amount by which the aggregate proceeds actually received exceeds the aggregate exercise or conversion price actually paid by such Dragged Holder in respect of such options, warrants or rights). Notwithstanding anything to the contrary contained herein, in no event shall any Dragged Holder be obligated to enter into any non-competition or non-solicitation agreement or any other agreement or restrictive covenant of similar import in connection its participation in a Drag-Along Transaction without such Dragged Holder’s consent. (v) If requested by the Dragging Parties, each Dragged Holder will, immediately prior to the consummation of the Drag-Along TransactionOption, exercise and/or convert, as applicable, such number of options, warrants or other rights including obtaining Board consent to purchase or subscribe for shares of Common Stock into shares of Common Stock as is required so that a sufficient number of shares of Common Stock are available to Transfer the applicable number of Drag-Along Shares beneficially owned by such Dragged Holder; provided that any Dragged Holder that holds such options, warrants or other rights to purchase the exercise or conversion price per share of which is greater than the per share price at which the Drag-Along Option (subject to applicable fiduciary duties) and the execution of such agreements and such instruments and the taking of such other actions as are reasonably necessary to provide customary representations, warranties, and indemnities as are customarily provided in a sale transaction (provided that (i) the proportionate liability of a Holder under any such indemnity shall not exceed the proportion that the shares being sold by such Holder in the Drag-Along transaction bears to the total number of shares being sold by all Holders in such transaction, except with respect to any indemnity that applies solely with respect to such Holder, such as an indemnity with respect to the title to such Holder’s shares, (ii) each Holder’s obligation to indemnify shall be several and not joint, and (iii) no Holder shall be required to incur liability under such indemnity in excess of the proceeds received by such Holder in such sale), as well as escrow arrangements relating to such Drag-Along Option. It is agreed and understood that the Apollo Group may exercise more than one Drag-Along Option. (v) The Company and each Holder shall cooperate in causing any Deemed Held Shares of such Holder that are ultimately included in a Drag-Along Option to be Transferred, may, in place delivered to such Holder immediately prior to the closing of such Drag-Along Option in order that such Holder may exercise his rights under Section 2(a) or conversionthat the Apollo Group may exercise its rights under Section 2(b), submit to irrevocable cancellation thereof without any liability for payment of any exercise or conversion price with respect theretoas the case may be. (vi) Upon No less than five (5) business days prior to the anticipated closing of date, or at such later time as may be requested by Apollo, in connection with the sale of any shares of Common Stock (including any Deemed Held Shares) pursuant to Section 2(a) or this Section 22(b), the Dragged Holders shall deliver at such closingto Apollo or the Company, as requested, against payment of the purchase price therefor, certificates representing their shares of Common Stock to be sold, duly endorsed for Transfer transfer or accompanied by duly endorsed stock powers, and evidence of the absence of Encumbrances liens, encumbrances and adverse claims with respect thereto and of such other matters as are deemed reasonably necessary by the Company for the proper Transfer transfer of such shares on the books of the Company. (vii) If the Dragging Parties have satisfied the conditions necessary to exercise the Drag-Along Right with respect to a Drag-Along Transaction, then before the completion of a Qualified Public Offering, in connection with a sale of all or substantially all of the consolidated gross assets (excluding cash) of the Company and assumption of all or substantially all of the consolidated gross liabilities (excluding Indebtedness) of the Company to an unaffiliated third party (for the avoidance of doubt, any Affiliate or a portfolio company of a Dragging Party shall be deemed not to be an unaffiliated third party for these purposes) (a “Dragged Asset Sale”), the Dragging Parties shall have the right (the “Dragged Asset Sale Right”) to require each Holder, Legacy Stockholder and their respective Affiliates (a “Dragged Asset Sale Holder”) to vote to approve such Dragged Asset Sale. (viii) To exercise the Dragged Asset Sale Right, the Dragging Parties must deliver written notice of such proposed Dragged Asset Sale (the “Dragged Asset Sale Notice”) to the Company and each Dragged Asset Sale Holder. Such Dragged Asset Sale Notice shall disclose in reasonable detail the proposed price, the other proposed terms and conditions of the proposed Dragged Asset Sale (including copies of the definitive agreements relating thereto) and the identity of the prospective Asset Acquirer. (ix) The Asset Acquirer shall be entitled to require each Dragged Asset Sale Holder to provide representations and warranties regarding (A) its power, authority and legal capacity to vote its shares of Common Stock in favor of such Dragged Asset Sale; (B) its valid right, title and interest in such shares of Common Stock and the Dragged Asset Sale Holder’s ownership of such shares of Common Stock; (C) the absence of any Encumbrances on such shares of Common Stock; and (D) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which such Dragged Asset Sale Holder or the assets of such Dragged Asset Sale Holder are bound as the result of such sale, provided that the representations to be provided by each Dragged Asset Sale Holder and any Dragging Party shall be substantially identical other than with respect to the applicable governing Law with respect to its power, authority and legal capacity to vote its shares of Common Stock in favor of such Dragged Asset Sale. (x) Subject to the terms and conditions of this Section 2(b), the Company (in the case of any Dragged Asset Sale) agrees that it shall use its reasonable best efforts to effect the Dragged Asset Sale, as expeditiously as practicable, including delivering all documents necessary or reasonably requested in connection with such Dragged Asset Sale, and entering into any instrument, undertaking or obligation necessary or reasonably requested in connection with such Dragged Asset Sale (as specified in the Dragged Asset Sale Notice). Subject to the terms and conditions of this Section 2(b) and without limiting the generality of the foregoing, the Company shall take or cause to be taken all actions, and do or cause to be done, on behalf and in respect of the Company, all reasonably requested actions consistent with this Section 2(b) in connection with any Dragged Asset Sale, as applicable. In addition, (A) each Dragging Party and each Dragged Asset Sale Holder shall pay its pro rata share (based on the percentage of the proceeds actually received by such Dragging Party or such Dragged Asset Sale Holder, as applicable, as compared to the aggregate proceeds actually received by all Dragged Asset Sale Holders and all Dragging Parties) of the reasonable expenses (if any) incurred by each Dragging Party and each of the Dragged Asset Sale Holders (or any of their respective Affiliates) in connection with the Dragged Asset Sale; and (B) each Dragging Party and each Dragged Asset Sale Holder shall join on a pro rata basis (based on the percentage of the proceeds actually received by such Dragging Party or such Dragged Asset Sale Holder, as applicable, as compared to the aggregate proceeds actually received by all Dragged Asset Sale Holders and all Dragging Parties), severally and not jointly, in any indemnification or other obligations that are specified in the Dragged Asset Sale Notice, except for (x) any indemnification of any Dragging Party or any of its Affiliates, (y) any indemnification with respect to the representations and warranties given by any other Dragged Asset Sale Holder pursuant to Section 2(b)(ix) and (z) any indemnification of any Transferee or any other party related to such Dragged Asset Sale (including escrow agents, investment bankers or other agents or advisors) with respect to an aggregate amount in excess of the proceeds actually paid to such Dragged Asset Sale Holder (after deducting any expenses paid by such Dragged Asset Sale Holder pursuant to clause (A) of this sentence) in respect of the assets sold in such Dragged Asset Sale. (xi) At the option of the Dragging Parties, if and to the extent Apollo and General Atlantic or either of them is a Dragged Holder or Dragged Asset Holder, as the case may be, and the Control Event shall have occurred, each of Apollo and General Atlantic or either of them, as applicable, shall (A) assign, to the extent assignable, without consent of any other Person, its rights to effect a Drag-Along Transaction or a Dragged Asset Sale, as the case may be, under the Securityholder Rights Agreement and the Stockholder Agreement (in each case as such terms are defined in such agreements, respectively) to the Dragging Parties, and (B) exercise, to the extent exercisable, any and all of its drag-along rights under the Securityholder Rights Agreement, the Stockholder Agreement and any other agreement to which it is a party to cause the other parties thereto to transfer a percentage of each of their shares of Common Stock equal to the Drag-Along Percentage, without duplication, on the same terms as the Dragged Holders. (xii) Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, this Section 2(b) shall not apply to (A) Permitted Transfers, (B) Transfers of shares of Common Stock made in a Qualified Public Offering or (C) Transfers of assets by the Company or any of its Subsidiaries to (1) any of Apollo, Apollo’s Affiliates, or Apollo’s or Apollo’s Affiliates’ respective portfolio companies or (2) to any of General Atlantic, General Atlantic’s Affiliates, or General Atlantic’s or General Atlantic’s Affiliates’ respective portfolio companies.