Common use of Drag Along Right Clause in Contracts

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect event the holders of a Third Party Salemajority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, thento any non-Affiliate(s) of the Company or any of the Majority Shareholders, upon or to cause the demand Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any Selling Fortress Entity participating in such Third Party Sale of the Majority Shareholders (in each such entity’s sole discretioncase, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), such Holder the Optionee, including any Permitted Transferees, shall sell be obligated to and shall upon the written request of the Majority Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the respective Third Party the number of whole Holder’s Buyer, his or her Issued Shares (rounded upwards including for this purpose all of such Optionee’s or downwards, his or her Permitted Transferee’s Issued Shares that presently or as applicable), whether or not a result of any such transaction may be acquired upon the restrictions on Transfer exercise of Common Stock have lapsed, equal to options (following the product of (x) the total number of Holder’s Shares held by such Holder on the date payment of the Drag-Along Notice (as defined belowexercise price therefor)) and (y) the Third Party Sale Percentage, at the same price and on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and conditions the exercise of exercisable securities as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that well as the Company may, in its sole discretion, accelerate the vesting relative preferences and priorities of any unvested Holder’s Sharespreferred stock); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (Bb) the liability execute and deliver such instruments of conveyance and transfer and take such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of other action, including voting such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Issued Shares in favor of such any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and not to exercise any rights provisions of appraisal or dissent afforded this Section 10. The obligations under applicable lawthis Section 10 shall terminate in accordance with Section 12(a).

Drag Along Right. Notwithstanding any other provision hereofIn the event of an offer to buy all the Shares in the Company, if any Holder has put forward by an external party not being a Shareholder, one or several Shareholders who together represents more than two thirds (2/3) of the total amount of Shares in the Company shall have the right to demand the sale of all the outstanding Shares for cash, cash equivalents or consideration shares listed on an internationally recognised stock exchange in accordance with the terms of this Clause 4.4 (the "Drag-along Right"). The Drag-along Right is exercised its Tag-Along Right with respect by written notice (a "Buyout Notice") to the maximum number Company and the other Shareholders, notifying the other Shareholders of Holder’s the bona fide offer to purchase all the outstanding Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) and that the Shareholders wishes to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along along Right. Upon receipt of a Buyout Notice, each Shareholder receiving such notice shall be under an immediate obligation to (i) sell all its Shares in the transaction contemplated by the Buyout Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as conditions; and (ii) otherwise to take all necessary action to cause the consummation of such Selling Fortress Entity has agreed to with transaction, including voting its Shares in favour of such Third Party; providedtransaction, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only accepting reasonable representation and warranty which such Holder shall be required to make warranties, non-competition restrictions and other undertakings in connection with such sale and not exercising any appraisal rights in connection therewith. In the Third Party Sale is a representation and warranty event that the transaction contemplated by the Buyout Notice has not been completed within 90 days after the date of delivery of the Buyout Notice, the obligations of the Shareholders under this Clause 4.4 with respect to such Holder’s own ownership Buyout Notice shall terminate, subject, however, to the right to deliver further Buyout Notices. Potential buyers of all the outstanding shares in the Company shall, subject to undertaking satisfactory confidentiality obligations, be given the opportunity to perform a legal, financial, technical and commercial due diligence review of the Holder’s Shares Company, as well as access to be sold by it relevant information and its ability to convey title thereto free documentation. All costs and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made expenses in connection with such transfer shall be borne by the Third Shareholders on a pro rata basis, to the extent that such costs and expenses are not borne by the purchaser according to the relevant sale and purchase agreement. For avoidance of doubt, any individual cost including legal and advisory fees will be borne by the relevant Shareholder. If any of the Shareholders fail to comply with the terms of this Clause 4.4 (a "Defaulting Party"), the Company represented by the Chairman of the board of directors shall be constituted the agent of each Defaulting Party Sale is for the several liability sale of the Shares in accordance with the Buy-out Notice and the Chairman of the board of directors may authorise any person to execute and deliver on behalf of such Holder (Defaulting Party the necessary transfer documents and not joint with any other person) the Company may receive the purchase consideration in trust for each Defaulting Party and that cause the proposed purchaser to be registered as the holder of such liability is limited Shares. The receipt by the Company of the purchase consideration shall constitute a good and valid discharge of the obligations of the proposed purchaser to pay such purchaser price to the amount Defaulting Party. The Company shall not pay the consideration to the Defaulting Party until it has delivered to the Company a written confirmation of proceeds actually received by such Holder its acceptance of the transaction as set out in the Third Party Sale; provided further, that Buy-out Notice. Failure to comply with this Clause 4.4 shall always be considered a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion material breach of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawAgreement.

Drag Along Right. Notwithstanding (a) If at any other provision hereoftime during a Marketing Period, if any Holder has not exercised its Tagthe Offerors (for the purposes of this Section 9.03, the “Drag-Along Right Sellers”) enter into a binding, definitive agreement complying with respect the terms of this Section 9.03 to Transfer all or substantially all of the maximum number of Holder’s Shares for which such Holder is permitted Units (pursuant to Section 2(b)(ii)(Bor Echo Shares) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale then outstanding (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of such Units (xor Echo Shares) the total number of Holder’s Shares are held by such Holder on the date of the Drag-Along Sellers) to a third party (the “Drag-Along Transferee”) in connection with a Company Sale that was treated as a ROFO Sale and for which the Drag-Along Sellers had included in the Initial Offer Notice a statement that such ROFO Sale would be a Drag-Along Sale (whether structured as defined belowa sale of Units (or Echo Shares), merger or other business combination) and (a “Drag-Along Sale”), the Drag-Along Sellers may at their option require each other Member (each, a “Dragged Member”) to, (x) Transfer all (but not less than all) Units held by such Member (or Echo Shares, which shall include, for all purposes of this Section 9.03, any Equity Securities of Echo convertible, exchangeable into or exercisable for Echo Shares in connection with or upon consummation of such Drag-Along Sale as set forth in Section 9.03(g)), in the case Echo is the Dragged Member to the Drag-Along Transferee for the same consideration (based on the pro rata Membership Percentages of the Members) and, (y) (1) vote such Dragged Member’s Units (and Echo Shares, in the Third Party case Echo is the Dragged Member) in favor thereof, and otherwise consent to and raise no objection to such Drag-Along Sale, and waive any dissenters’ rights, appraisal rights or similar rights that such Dragged Member may have in connection therewith and (2) be a party to the definitive agreement(s) governing the terms and conditions of such Drag-Along Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Partythe Drag-Along Sellers (except as provided in Section 9.03(c)); provided, howeverthat to the extent Echo is the Dragged Member, that each such Holder shall not the holders of Echo Shares will be permitted to sell any unvested Holder’s Shares (provided that the Company mayentitled, in its the sole discretiondiscretion of Echo, accelerate to substitute for the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares Units to be sold Transferred by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of Echo in such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder Sale all of Echo’s capital stock for any such violation. If the Third Party Sale is same consideration that would have otherwise been payable in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor respect of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawUnits.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect event the holders of a Third Party Salemajority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, thento any non-Affiliate(s) of the Company or any of the Majority Shareholders, upon or to cause the demand Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any Selling Fortress Entity participating in such Third Party Sale of the Majority Shareholders (in each such entity’s sole discretioncase, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), such Holder the Optionee, including any Permitted Transferees, shall sell be obligated to and shall upon the written request of a Majority Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the respective Third Party the number of whole Holder’s Buyer, his or her Issued Shares (rounded upwards including for this purpose all of such Optionee’s or downwards, his or her Permitted Transferee’s Issued Shares that presently or as applicable), whether or not a result of any such transaction may be acquired upon the restrictions on Transfer exercise of Common Stock have lapsed, equal to options (following the product of (x) the total number of Holder’s Shares held by such Holder on the date payment of the Drag-Along Notice (as defined belowexercise price therefor)) and (y) the Third Party Sale Percentage, at the same price and on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and conditions the exercise of exercisable securities as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that well as the Company may, in its sole discretion, accelerate the vesting relative preferences and priorities of any unvested Holder’s Sharespreferred stock); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (Bb) the liability execute and deliver such instruments of conveyance and transfer and take such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of other action, including voting such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Issued Shares in favor of such any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and not to exercise any rights provisions of appraisal or dissent afforded this Section 11. The obligations under applicable lawthis Section 11 shall terminate in accordance with Section 13(a).

Drag Along Right. Notwithstanding (i) If at any time and from time to time after the date of this Agreement, Warburg Pincus and its Affiliates together with any other provision hereofstockholders that would result in an aggregate ownership of greater than fifty percent (50%) of the Company’s voting power (the “Majority Holders”) desire to (i) Transfer in a bona fide arms’ length sale all of their Shares to any Person or Persons who are not Affiliates of the Company or the Majority Holders, if (ii) approve any Holder has merger of the Company with or into any other Person who is not exercised its Tagan Affiliate of the Company or the Majority Holders, including any transaction that would constitute a Deemed Liquidation Event, or (iii) approve any sale of all or substantially all of the Company’s assets to any Person or Persons who are not Affiliates of the Company or the Majority Holders, including any transaction that would constitute a Deemed Liquidation Event (for purposes of this Section 3(e) (Drag-Along Right with respect Right), such Person or Persons is referred to as the “Proposed Transferee”) (such Transfers set forth in (i), (ii) and (iii), a “Proposed Sale”), the Majority Holders shall have the right (for purposes of Section 3(e), the “Drag-Along Right”), but not the obligation, (x) in the case of a Transfer of the type referred to in clause (i), to require each other Investor to sell to the maximum number Proposed Transferee all of Holdersuch Investor’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Per Share Drag-Along Notice Purchase Price (as defined below) and ), or (y) in the Third Party Sale Percentagecase of a merger or sale of assets or other Deemed Liquidation Event referred to in clauses (ii) or (iii), at the same price to require each other Investor to vote (or act by written consent with respect to) all Shares then Owned by such other Investor in favor of such transaction and on the same terms and conditions as to waive any dissenters’ rights, appraisal rights or similar rights such Selling Fortress Entity has agreed Investor may have under applicable law. Each Investor agrees to with take all steps necessary to enable such Third Party; provided, however, that each such Holder shall not be permitted Investor to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection comply with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership provisions of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii3(e) unless such Holder is provided an opinion to facilitate the Majority Holders’ exercise of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violationRight. If the Third Party Sale is in the form of a merger transactionAs used herein, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.“

Drag Along Right. Notwithstanding any other provision hereofIn the event of an offer to buy all the Shares in the Company, if any Holder has put forward by an external party not being a Shareholder, one or several Shareholders who together represents more than two thirds (2/3) of the total amount of Shares in the Company shall have the right to demand the sale of all the outstanding Shares for cash, cash equivalents or consideration shares listed on an internationally recognised stock exchange in accordance with the terms of this Clause 4.4 (the "Drag-along Right"). The Drag-along Right is exercised its Tag-Along Right with respect by written notice (a "Buyout Notice") to the maximum number Company and the other Shareholders, notifying the other Shareholders of Holder’s the bona fide offer to purchase all the outstanding Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) and that the Shareholders wishes to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along along Right. Upon receipt of a Buyout Notice, each Shareholder receiving such notice shall be under an immediate obligation to (i) sell all its Shares in the transaction contemplated by the Buyout Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as conditions; and (ii) otherwise to take all necessary action to cause the consummation of such Selling Fortress Entity has agreed to with transaction, including voting its Shares in favour of such Third Party; providedtransaction, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only accepting reasonable representation and warranty which such Holder shall be required to make warranties, non-competition restrictions and other undertakings in connection with such sale and not exercising any appraisal rights in connection therewith. In the Third Party Sale is a representation and warranty event that the transaction contemplated by the Buyout Notice has not been completed within 90 days after the date of delivery of the Buyout Notice, the obligations of the Shareholders under this Clause 4.4 with respect to such Holder’s own ownership Buyout Notice shall terminate, subject, however, to the right to deliver further Buyout Notices. Potential buyers of all the outstanding shares in the Company shall, subject to undertaking satisfactory confidentiality obligations, be given the opportunity to perform a legal, financial, technical and commercial due diligence review of the Holder’s Shares Company, as well as access to be sold by it relevant information and its ability to convey title thereto free documentation. All costs and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made expenses in connection with such transfer shall be borne by the Third Shareholders on a pro rata basis, to the extent that such costs and expenses are not borne by the purchaser according to the relevant sale and purchase agreement. For avoidance of doubt, any individual cost including legal and advisory fees will be borne by the relevant Shareholder. If any of the Shareholders fail to comply with the terms of this Clause 4.4 (a "Defaulting Party"), the Company represented by the Chairman of the board of directors shall be constituted the agent of each Defaulting Party Sale is for the several liability sale of the Shares in accordance with the Buy-out Notice and the Chairman of the board of directors may authorise any person to execute and deliver on behalf of such Holder (Defaulting Party the necessary transfer documents and not joint with any other person) the Company may receive the purchase consideration in trust for each Defaulting Party and that cause the proposed purchaser to be registered as the holder of such liability is limited Shares. The receipt by the Company of the purchase consideration shall constitute a good and valid discharge of the obligations of the proposed purchaser to pay such purchaser price to the amount Defaulting Party. The Company shall not pay the consideration to the Defaulting Party until it has delivered to the Company a written confirmation of proceeds actually received by such Holder its acceptance of the transaction as set out in the Third Party Sale; provided further, that Buy-out Notice. Failure to comply with this Clause 4.4 shall always be considered a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion material breach of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawAgreement.

Drag Along Right. Notwithstanding At any other provision hereoftime prior to the IPO Date, if any Holder has not exercised its TagInvestors constituting a Requisite Stockholder Majority (collectively, the “Drag-Along Right Sellers”) may require each other Investor (the “Required Sellers”) to participate in any Company Sale pursuant to which the Drag-Along Sellers are Transferring at least 90% of the then outstanding Shares then held by the Drag-Along Sellers for consideration consisting of cash and cash equivalents (an “Exit Sale”) to an Independent Third Party (a “Drag-Along Transferee”) in a bona fide arm’s length transaction or series of transactions (including pursuant to a stock sale, asset sale, recapitalization, tender offer, merger or other business combination transaction or otherwise) at the purchase price and upon the terms and subject to the conditions of the Exit Sale (all of which shall be set forth in the Drag-Along Notice as hereinafter defined). In connection with an Exit Sale, the Company may also require each Required Seller to vote in favor of such Exit Sale or act by written consent approving the same with respect to all Shares owned by such Required Seller, as necessary or desirable to authorize, approve and adopt the maximum number Exit Sale. Without limiting the foregoing, if an Exit Sale requires the approval of Holderthe Company’s Shares for which stockholders, each Investor shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such Holder Exit Sale or Company Sale. In the event that a sale is permitted (proposed pursuant to this Section 2(b)(ii)(B) above) 3, all outstanding proposals to exercise such TagTransfer Shares shall immediately be withdrawn and no Transfer of Shares shall be consummated until the expiration of the time period provided for in Section 3(e). The consummation of an Exit Sale by the Drag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder Sellers shall sell be subject to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date sole discretion of the Drag-Along Notice Sellers, who shall have no liability or obligation whatsoever (as defined belowother than compliance with this Section 3) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make Required Sellers participating therein in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership Required Sellers’ Transfer of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawShares.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect event the holders of a Third Party Salemajority of the Company's equity securities then outstanding (the "Majority Shareholders") determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, thento any non-Affiliate(s) of the Company or any of the Majority Shareholders, upon or to cause the demand Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any Selling Fortress Entity participating in such Third Party Sale of the Majority Shareholders (in each such entity’s sole discretioncase, the "Buyer") in a bona fide negotiated transaction (a "Sale"), such Holder the Optionee, including any Permitted Transferees, shall sell be obligated to and shall upon the written request of the Majority Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the respective Third Party the number of whole Holder’s Buyer, his or her Issued Shares (rounded upwards including for this purpose all of such Optionee's or downwards, his or her Permitted Transferee's Issued Shares that presently or as applicable), whether or not a result of any such transaction may be acquired upon the restrictions on Transfer exercise of Common Stock have lapsed, equal to options (following the product of (x) the total number of Holder’s Shares held by such Holder on the date payment of the Drag-Along Notice (as defined belowexercise price therefor)) and (y) the Third Party Sale Percentage, at the same price and on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and conditions the exercise of exercisable securities as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that well as the Company may, in its sole discretion, accelerate the vesting relative preferences and priorities of any unvested Holder’s Sharespreferred stock); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (Bb) the liability execute and deliver such instruments of conveyance and transfer and take such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of other actions, including voting such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Issued Shares in favor of such any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and not to exercise provisions of this Section 10. The obligations under this Section 10 shall terminate upon the Closing of the Company's Initial Public Offering or upon consummation of any rights Sale Event, in either case as a result of appraisal which shares of the Company (or dissent afforded successor entity) of the same class as the Issued Shares are registered under applicable lawSection 12 of the Exchange Act and publicly traded on NASDAQ/NMS or any national securities exchange.

Drag Along Right. Notwithstanding If the Investors holding at least eighty seven percent (87%) of the Preferred Stock, voting together as a single class on an as-converted basis (the “Requisite Investors”), approve a sale of the Company or all or substantially all of the Company’s assets, whether by means of a merger, consolidation or sale of stock or assets, or otherwise (an “Approved Sale”), the Key Holders and the Investors shall each consent to, vote for, and raise no objections to the Approved Sale, and (i) if the Approved Sale is structured as a merger or consolidation of the Company, or a sale of substantially all of the Company’s assets, the Key Holders and Investors shall each waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) if the Approved Sale is structured as a sale of the stock of the Company, the Key Holders and Investors shall each agree to sell their Key Holder Shares and Investor Shares on the terms and conditions approved by the Requisite Investors, provided such terms do not provide that the Key Holder or Investor would receive less than the amount that would be distributed to the Key Holder or Investor in the event the proceeds of the Approved Sale were distributed in accordance with the Company’s Certificate of Incorporation, as amended (the “Charter”). The Key Holders and the Investors shall each take all necessary and desirable actions approved by the Requisite Investors in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other provision hereofactions reasonably necessary to (x) provide the representations, if any Holder has not exercised its Tagwarranties, indemnities, covenants, conditions, non-Along Right compete agreements (with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretionKey Holders), escrow agreements and other provisions and agreements relating to such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) Approved Sale and (y) effectuate the Third Party allocation and distribution of the aggregate consideration upon the Approved Sale. Notwithstanding anything to the contrary herein, no Key Holder or Investor shall be required to provide (a) representations and warranties in connection with an Approved Sale Percentageother than those pertaining to authorization, at ownership, due execution, binding obligations and, if a sale of stock, the same price absence of liens on such stock or (b) indemnification in excess of its pro rata portion of the proceeds received by the Key Holders and on the same terms and conditions as Investors in such Selling Fortress Entity has agreed to with such Third PartyApproved Sale; provided, however, that each in no event shall such Key Holder shall not or Investor, as applicable, be permitted to sell liable for any unvested Holder’s Shares (provided that the Company may, amount in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership excess of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Key Holder or Investor, as applicable, in the Third Party such Approved Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Common Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above3(b)(ii)(b)) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares shares of Common Stock (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares shares of Common Stock held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares shares of Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii3(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares shares of Common Stock in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding (a)In the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) of the then outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) of the then outstanding shares of Voting Stock) (for purposes of this Section 3.06, each, an “Original Stockholder”) shall have jointly entered into an agreement with any other provision hereofPerson (such Person, if any Holder has not exercised a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its Tagoption, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock (the “Drag-Along Party”) to include all of its Voting Stock in such sale (the “Drag-Along Right”). The Drag-Along Right with respect shall be exercised by written notice (the “Drag-Along Notice”) to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such TagDrag-Along Right in respect Party, at least thirty (30) days prior to closing of a Third Party Salethe proposed Transfer, thenof the identity of the Drag-Along Purchaser, upon the demand of any Selling Fortress Entity participating in such Third Party Sale consideration offered for the transferring Stockholder’s Voting Stock (in each such entity’s sole discretionthe “Drag-Along Price”), such Holder the terms of the Drag-Along Purchaser’s financing (if any and if known), the anticipated date of closing of the proposed Transfer and any other material terms and conditions of the proposed Transfer (the “Drag-Along Terms”). The Drag-Along Party shall be obligated to sell all of its Voting Stock to the respective Third Party Drag-Along Purchaser on the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, Drag-Along Terms at a price equal to the product of (x) the total number ratio of Holder’s Shares held by such Holder on the date percentage of ownership of Voting Stock then outstanding of the Drag-Along Notice (as defined below) Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third PartyDrag-Along Price; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting holders of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shares of Preferred Stock shall be required entitled to make in connection with be paid the Third Party Sale is a representation and warranty with respect amount determined pursuant to such Holder’s own ownership Section 3(c) of Article IV of the Holder’s Shares Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be sold by it and designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its ability to convey title thereto Voting Stock, duly executed, free and clear of liensany Liens, encumbrances and adverse claims and (B) against delivery of the liability of such Holder with respect to any representation and warranty made purchase price therefor. Each party shall bear its own expenses in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale Transfer pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law3.06.

Drag Along Right. Notwithstanding any other provision hereof(a) Subject to the terms of Section 8(b) and notwithstanding the requirements that would otherwise apply pursuant to Section 8(c), if any Holder has not exercised its Tagone or more Stockholders (the “Compellors”) shall, in any transaction or series of related transactions, directly or indirectly, propose to sell for value in the aggregate at least seventy-Along Right with respect to six percent (76%) of the maximum number of Holder’s then outstanding Applicable Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) abovethe “Controlling Shares”) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon third party or parties (the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the “Drag-Along Notice Purchaser(s)”) other than Specified Transferees of such Compellors (the “Drag-Along Offer”), the provisions set forth in this Section 6 shall apply at the option of the Compellors. The Compellors may, at their option, require all of the other Stockholders, including any Permitted Transferees thereof (the “Compelled Stockholders”), to sell all shares of Capital Stock owned or held by them (or, if the Compellors are not selling all of the shares of Capital Stock owned by the Compellors, then the same portion of the shares of Capital Stock owned or held by the Compelled Stockholders as defined belowthe Compellors are selling) to such Drag-Along Purchaser(s) for the same consideration (or, if there is a choice as to the form of consideration, then each Compelled Stockholder shall have the same choice as the Compellors, provided that, in the event that any securities are part of the consideration payable, any Stockholder that is not an “accredited investor” within the meaning of Rule 501 under the Securities Act may, in the sole discretion of the Board of Directors of the Corporation (the “Board”), receive, and hereby agrees to accept, in lieu of securities, cash consideration with an equivalent value to such securities as reasonably determined by the Board) and (y) the Third Party Sale Percentage, at the same price and otherwise on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; providedupon which the Compellors sell their shares of Capital Stock, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant subject to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law6.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Common Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above3(b)(ii)(b)) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s its sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares shares of Common Stock (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares shares of Common Stock held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares shares of Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii3(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling respective Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares shares of Common Stock in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding (a) For purposes of this Section 4.2, the term "Approved Sale" shall mean any other provision hereofproposal made or approved by JCM to Transfer to any Person(s), if including any Holder has not exercised its TagCompany or any Affiliate of any Company (a "Drag-Along Right with respect Purchaser"), in one transaction or a series of transactions, either all or substantially all of the High Vote Shares of any Company Beneficially Owned by him, or substantially all of the business or assets of any Company, in either case regardless of whether such transaction or series of transactions take the form of or include a merger or consolidation, a sale of all or substantially all of assets of such Company, a sale of outstanding capital stock or another type of transaction. (b) If JCM at any time proposes an Approved Sale, the members of the Xxxxxxx Group (the "Other Stockholders") will, subject to the maximum number terms and conditions set forth in this Section 4.2, consent to, vote for, participate in and raise no objections against such Approved Sale and will take all reasonable actions in connection with the consummation of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Approved Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards requested by JCM or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice Purchaser. If the Approved Sale is structured as a sale of outstanding High Vote Shares of any class or series (as defined belowan "Approved Stock Sale"), each such Other Stockholder must elect to either (i) and convert into Low Vote Shares of the issuer all High Vote Shares of each affected class or series then owned by such Other Stockholder or thereafter acquired by such Other Stockholder upon any exercise of any Rights to acquire any High Vote Shares or (yii) agree to sell or otherwise Dispose of all of the Third Party Sale Percentage, at the same price and High Vote Shares of such class or series Beneficially Owned by such Other Stockholder (including any such High Vote Shares issuable upon exercise of any unexercised Rights held by such Other Stockholder) on the same terms and conditions as substantially identical, on a per share or per security basis, to those applicable to the High Vote Shares of such Selling Fortress Entity has agreed to with class or series Beneficially Owned by JCM. If any such Third Party; providedOther Stockholder elects the option described in clause (ii) of the immediately preceding sentence, however, that each such Holder shall not be permitted to sell the purchase price payable for any unvested Holder’s High Vote Shares (provided that the Company may, in its sole discretion, accelerate the vesting issuable upon exercise of any unvested Holder’s Shares); provided further that unexercised Rights held by such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder Other Stockholder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold reduced by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received cash or the fair market value of any other consideration that would be payable by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawholder thereof upon exercise.

Drag Along Right. Notwithstanding (a) After the Lock-up Expiration Date, except for any other provision hereofTransfer to a Permitted Transferee, if any Holder has not exercised its TagPrincipal Investor or group of Principal Investors desires to make a Transfer of Sunnova Securities constituting seventy-Along Right with respect to five percent (75%) or more of the maximum number of Holder’s Shares for which such Holder is permitted outstanding Series A Common Stock (pursuant to Section 2(b)(ii)(B) aboveon a fully-diluted, as-converted basis) to exercise any third party and such Tag-Along Right in respect Transferring Investor(s) has satisfied the requirements of a Third Party SaleSection 3.4, then, upon each remaining Investor (the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the “Drag-Along Notice (as defined belowInvestors”) and (y) the Third Party Sale Percentageshall, at the same price option of the Transferring Investor(s) (the “Drag-Along Right”), Transfer their Sunnova Securities (including Series B Common Stock issuable upon exercise of any Vested Options and any options that vest as a result of the consummation of the Transfer to the third party but not including any Series B Common Stock issuable upon exercise of any unvested Options) on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting Transfer of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder Offered Securities in the Third Party proposed Transfer (a “Drag-Along Sale; provided further, ”). The Company may require a Management Investor that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice Investor to exercise such Holder shall indemnify such Holder for Management Investor’s Vested Options, in whole or in part, prior to or simultaneously with the closing of any such violationtransaction or transactions described in this Section 3.5. If the Third Party Sale Transferring Investor(s) elects to exercise its Drag-Along Right under this Section 3.5, then it shall so notify each Drag-Along Investor in writing (“Drag-Along Notice”). Each Drag-Along Notice shall (i) set forth the number of Offered Securities, (ii) specify in reasonable detail the identity of the Offeror, (iii) specify in reasonable detail the amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration, such information available to the Transferring Investor as may be reasonably necessary for the Drag-Along Investors and the Company to properly analyze the economic value and investment risk of such non-cash consideration) and (iv) specify any other material terms and conditions of the proposed Transfer. Upon receipt of any Drag-Along Notice, each Drag-Along Investor shall, subject to the provisions of this Section 3.5, cooperate and use its commercially reasonable efforts to facilitate the Transfer and shall sign such instruments and take such action as may be reasonably required to consummate the Transfer. If, and only if, a Drag-Along Investor breaches the immediately preceding sentence and has not cured such breach within five (5) Business Days after receipt of written notice thereof from the Transferring Investor with a specific explanation of the alleged breach and the required corrective action (such notice a “Drag Breach Notice” and such Drag-Along Investor, a “Drag Breaching Investor”), then such Drag Breaching Investor is deemed to hereby make, constitute and appoint the Transferring Investor, with full power of substitution and re-substitution, as such Drag Breaching Investor’s true and lawful attorney-in-fact for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file and record any and all documents and to take any actions to the extent required to be taken by the Drag Breaching Investor pursuant to the immediately preceding sentence and set forth in the form Drag Breach Notice. The parties hereto acknowledge that any such power of a merger transactionattorney is coupled with an interest and is irrevocable. Notwithstanding the foregoing, each Holder agrees in the event that more than fifty percent (50%) of the proceeds to vote its Holder’s Shares in favor of such merger and be received by the Drag-Along Investors is not cash, the Transferring Investor will not have the right to exercise any rights of appraisal or dissent afforded under applicable lawthe Drag-Along Right unless approved by a Board Supermajority.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to (a) If both (a) the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect holders of a Third Party Sale, then, upon majority of the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer issued and outstanding shares of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder voting together as a single class on the date of the Dragan as-Along Notice (as defined belowconverted basis) and (yb) the Third Party holders of a majority of the issued and outstanding shares of Class D Common Stock (each voting as a separate class) approve a sale of the Company or all or substantially all of the Company’s assets, whether by means of a merger, consolidation, the sale of capital stock, or otherwise (an “Approved Sale”), then each Investor and the Key Holder hereby agrees to consent to, vote for and raise no objections to the Approved Sale, and (i) shall each waive any and all dissenters rights, appraisal rights or similar rights in connection with such Approved Sale, or (ii) if the Approved Sale Percentageis structured as a sale of the outstanding capital stock of the Company, at the same price each Investor and Key Holder hereby agrees to sell his, her or its Common Stock on the same terms and conditions as such Selling Fortress Entity has agreed approved by the stockholders described in subclauses (a) and (b) above (the “Approving Stockholders”). Each Investor and Key Holder agrees to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that take all necessary and desirable actions approved by the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make Approving Stockholders in connection with the Third Party Sale is a representation consummation of an Approved Sale, including the execution of such agreements and warranty with respect such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Holder’s Approved Sale, provided that such representations, warranties and covenants are made solely by each Investor or Key Holder for his, her or its own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims account; and (B) effectuate the liability allocation and distribution of such Holder with respect the aggregate consideration upon the consummation of the Approved Sale. Notwithstanding any provision of this Section 5.4 to any representation the contrary, the Investors and warranty made in connection with the Third Party Key Holders shall have no obligation under this Section 5.4 unless the aggregate consideration payable upon the consummation of the Approved Sale is to be allocated and distributed in accordance with Article Fourth, Subsection B.2 of the several liability of Company’s Restated Certificate; each X. Xxxx Price Investor shall have no obligation under this Section 5.4 unless the Approved Sale provides for payment at closing sufficient to return the Class D Original Issue Price (as such Holder (and not joint with any other person) and that such liability term is limited to the amount of proceeds actually received by such Holder defined in the Third Party SaleRestated Certificate) on each share of Class D Common Stock; provided further, that a Holder Deerfield and Roche shall not be obligated to participate in any Third Party Sale pursuant to have no obligation under this Section 2(b)(iii) 5.4 unless the Approved Sale provides for payment at closing sufficient to return the Class C Original Issue Price (as such Holder term is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is defined in the form Restated Certificate) on each share of a merger transaction, Class C Common Stock; and PBM and the PBM Co-Investors shall have no obligation under this Section 5.4 unless the Approved Sale provides for payment at closing sufficient to return the Class B Original Issue Price (as such term is defined in the Restated Certificate) on each Holder agrees to vote its Holder’s Shares in favor share of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawClass B Common Stock.

Drag Along Right. Notwithstanding any other provision hereof(a) Subject to Section 5.7(f) (as modified by Section 9.4) and subject to complying with the procedures set forth in Section 9.4 in all material respects, if prior to a Change of Control Event, the Greystone Member or, following a Change of Control Event, the C&W Member (as applicable, the “Dragging Member”) desires to Transfer (which for the avoidance of doubt, shall exclude any Holder has not exercised its Tag-Along Right with respect Transfer to a Permitted Transferee) at least a majority in the maximum number aggregate of Holder’s Shares for which such Holder is permitted (pursuant the issued and outstanding Class A Units to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Salein an arm’s-length transaction at a price per Unit that is at least the Fair Market Value per Unit, thenas finally determined in accordance with Section 9.10, upon it being understood that the demand Dragging Member may initiate such Section 9.10 Fair Market Value process in advance of any Selling Fortress Entity participating such transaction to determine such minimum Fair Market Value per Unit that will serve as the floor price for such transaction (such transaction, a “Drag Transaction”), then the Dragging Member may at its sole option require each other Member (a “Dragged Member”), and each Dragged Member hereby agrees, if (x) such Drag Transaction is structured as a Transfer of Class A Units, whether by sale of Class A Units, merger, consolidation, recapitalization, reclassification or similar transaction and (y) such Drag Transaction is entered into and approved in compliance with this Agreement, including the provisions and limitations set forth in this Section 9.6, to (1) Transfer in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party Drag Transaction the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, Class A Units equal to the product of (xi) the number of Class A Units beneficially owned by such Dragged Member as of the applicable Transfer date and (ii) a fraction (A) the numerator of which is the number of Class A Units that the Dragging Member proposes to Transfer and (B) the denominator of which is the total number of Holder’s Shares held Class A Units beneficially owned by the Dragging Member as of such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same purchase price per Class A Units as the Dragging Member and otherwise on the same terms and conditions as such Selling Fortress Entity has agreed are applicable to with such Third Partythe Dragging Member; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B2) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to otherwise vote its Holder’s Shares in favor of and consent to the Drag Transaction and in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability to consummate such merger Drag Transaction and refrain from asserting any claim or commencing any suit challenging such Drag Transaction (unless such suit alleges that such Drag Transaction does not comply with the principles set forth in this Section 9.6) or the application of this Section 9.6 to exercise any rights of appraisal or dissent afforded under applicable lawsuch Drag Transaction.

Drag Along Right. Notwithstanding any other provision hereofIn the event that you become a Participating Stockholder Seller pursuant to Section 4.5 of the Stockholders Agreement, if any Holder has all Shares issuable in respect of vested “in the money” Options held by you whether or not exercised its Tag-Along Right (including any Options that would vest as a result of the consummation of the Change of Control Transaction described in Section 4.5 of the Stockholders Agreement) shall constitute Shares held by you for purposes of the calculation set forth in the first sentence of Section 4.5(a) of the Stockholders Agreement (provided, notwithstanding anything to the contrary in Section 4.5 of the Stockholders Agreement, you shall be required to exercise only the applicable “in the money” Options with respect to such Shares in accordance therewith). In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of event that (x) the total number of Holder’s consideration payable for Shares held by such Holder on the date to be sold pursuant to Section 4.5 of the Drag-Along Notice (as defined below) Stockholders Agreement includes securities and (y) applicable law would require the Third Party Sale Percentageprovision to you, at in your capacity as a Participating Stockholder Seller or Drag-Along Seller, as applicable, of any specified information regarding the same price and on Company or any of its parents or subsidiaries, such securities or the same terms and conditions issuer thereof that is not otherwise required to be provided for such Transfer pursuant to Section 4.5 of the Stockholders Agreement, then notwithstanding Section 4.5(f) of the Stockholders Agreement, you, in your capacity as a Participating Stockholder Seller or Drag- Along Seller, as applicable, shall have the right to sell Shares in such Selling Fortress Entity has agreed proposed Transfer pursuant to with such Third PartySection 4.5 of the Stockholders Agreement; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company maySponsor Investor Sellers shall have the right, but not the obligation, to cause to be paid to you, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered your capacity as a Drag-Along Notice to Seller, in lieu of such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is securities described in the form of a merger transactionpreceding sentence, each Holder agrees an amount in cash equal to vote its Holder’s Shares in favor the Fair Market Value of such merger Shares as of the date such securities otherwise would have been issued in exchange for such Shares. The Drag-Along Right of the Sponsors shall terminate upon the earlier to occur of (i) an IPO and (ii) a Liquidity Event. The Drag-Along Right of the Sponsors shall not include a right to exercise require you to sign a non-compete agreement (it being understood that any rights existing non-compete agreement then in effect between you and the Company or one of appraisal its parents or dissent afforded under subsidiaries shall not terminate solely as a result of such Transfer). Any unvested or “out-of-the money” vested Options shall be treated in accordance with the applicable lawaward agreement.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its TagIn the event that one or more Shareholders holding together more than fifty percent (50%) of the then-Along Right with respect current issued and outstanding shares of Voting Common Stock (the “Majority Shareholders”) desire to sell shares of Common Stock held by such Majority Shareholders representing at least a majority of the maximum number shares of HolderCommon Stock held by all Shareholders in one or more related arm’s Shares for which such Holder is permitted length transactions (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party “Sale”), then, upon delivery of a Sale Notice pursuant to Section 3(b) hereof, each of the demand of any Selling Fortress Entity participating other Shareholders (the “Minority Shareholders”) shall be obligated as such Sale may require to: (i) sell, transfer, and deliver or cause to be sold, transferred or delivered to the acquirer or acquirers in such Third Party Sale (in each such entity’s sole discretion)Sale, such Holder shall sell to an equivalent proportion of the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and Minority Shareholders on the same terms and conditions as such Selling Fortress Entity has agreed the Majority Shareholders shall sell their shares of Common Stock in the Sale, which terms and conditions shall not be materially less favorable to the Minority Shareholders than as set forth in the Sale Notice (as defined below) (without taking into consideration any consulting, non-competition or similar agreement or arrangement that may be offered to the Majority Shareholders in connection with such Third Partythe Sale); provided, however, that each the terms of the Sale shall take into account the relative values of the Voting Common Stock and Non-Voting Common Stock with respect to differences in voting rights of each; (ii) vote all such Holder shall not be permitted to sell Minority Shareholder’s shares of Common Stock at any unvested Holder’s Shares meeting of the shareholders called in part for such purpose (provided that or execute a written consent in lieu thereof) in favor of the Company may, in its sole discretion, accelerate the vesting Sale; and (iii) refrain from exercising any applicable dissenters’ rights or rights of appraisal under applicable law at any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty time with respect to such Holder’s own ownership matters. If the Corporation is unable, for any reason whatsoever, to secure the signature of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect any Shareholder to any representation and warranty made applicable document in connection with such Sale, then by signing this Agreement such Shareholder hereby irrevocably designates and appoints the Third Party Sale is the several liability Corporation’s Board of Directors (or any designee thereof) as such Holder (Shareholder’s agent and not joint with any other person) attorney-in-fact, to act on behalf of, execute and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for file any such violation. If the Third Party Sale is in the form of a merger required document and to do all other lawfully permitted acts to further such proposed transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect event the holders of a Third Party Salemajority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, thento any non-Affiliate(s) of the Company or any of the Majority Shareholders, upon or to cause the demand Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any Selling Fortress Entity participating in such Third Party Sale of the Majority Shareholders (in each such entity’s sole discretioncase, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), such Holder the Optionee, including any Permitted Transferees, shall sell be obligated to and shall upon the written request of a Majority Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the respective Third Party the number of whole Holder’s Buyer, his or her Issued Shares (rounded upwards including for this purpose all of such Optionee’s or downwards, his or her Permitted Transferee’s Issued Shares that presently or as applicable), whether or not a result of any such transaction may be acquired upon the restrictions on Transfer exercise of Common Stock have lapsed, equal to options (following the product of (x) the total number of Holder’s Shares held by such Holder on the date payment of the Drag-Along Notice (as defined belowexercise price therefor)) and (y) the Third Party Sale Percentage, at the same price and on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and conditions the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such Selling Fortress Entity has agreed instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 11. Notwithstanding the foregoing, in connection with any Sale the Optionee shall not be required to make any representations and warranties other than (i) representations and warranties as to the title of his Shares and his power, authority and right to enter into the Sale without contravention of law or contract and (ii) such Third Partyrepresentations and warranties concerning the Company as the Majority Shareholders shall make; provided, however, that each any liability for any breach thereof shall be borne by the Optionee on a pro rata basis based upon the consideration in respect of his Shares received by the Optionee and shall not exceed the amount of such Holder consideration received by the Optionee. Further, notwithstanding the foregoing, Optionee shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make execute any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents containing terms applicable to the Optionee that are different in connection with any material respect from the Third Party Sale is a representation terms applicable to the Majority Shareholders (after due adjustment for the relative rights and warranty with respect to such Holder’s own ownership preferences of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder as provided in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to Company’s charter). The obligations under this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not 11 shall terminate in violation of applicable federal and state securities or other laws or, if such Holder is not provided accordance with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSection 14(a).

Drag Along Right. Notwithstanding (a) If Stockholders acting by Majority Requisite Consent propose to consummate a transaction or series of related transactions constituting a Sale of the Company (the “Dragging Stockholders”) pursuant to an Approved Sale, such Dragging Stockholders shall have the right, at their option to require the other Stockholders (each a “Dragged Stockholder”) to join in such Approved Sale by Transferring the Co-Sale/Drag Sale Percentage of Stockholder Shares proposed to be sold by the Dragging Stockholders, subject to the obligations in Section 2.5(c); provided that Alternative Majority Consent may be obtained if Majority Requisite Consent is not obtained. Each Stockholder shall consent to and raise no objections against (and, in any other provision hereof, if any Holder has not exercised its Tag-Along Right stockholder vote required with the respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Approved Sale, thenshall affirmatively vote all of its Stockholder Shares (if any) the Approved Sale, upon and if the demand Approved Sale is structured as a sale of the issued and outstanding equity Securities of the Company (whether by merger, recapitalization, consolidation or Transfer of Stockholder Shares or other Securities or otherwise), then each Dragged Stockholder shall waive any Selling Fortress Entity participating dissenters rights, appraisal rights or similar rights in connection with such Third Party Approved Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as if applicable), whether each Dragged Stockholder shall agree to sell his, her or not the restrictions on Transfer of Common Stock have lapsedits Stockholder Shares, equal subject to the product of (xSection 2.5(c) the total number of Holder’s Shares held by such Holder below, on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not may be permitted to sell any unvested Holder’s Shares (provided that approved by the Dragging Stockholders. Each Dragged Stockholder and the Company may, in its sole discretion, accelerate (subject to applicable law and compliance by the vesting of Company Board with any unvested Holder’s Shares); provided further that such Selling Fortress Entity fiduciary duties) shall use its reasonable, good faith efforts to provide that (A) the only representation take all necessary and warranty which such Holder shall be required to make desirable actions in connection with the Third Party Sale is a representation consummation of the Approved Sale, including, but not limited to, the execution of such agreements and warranty with respect instruments and other actions necessary to provide the representations, warranties, indemnities, covenants, conditions, escrows and other provisions and agreements relating to such Holder’s own ownership of Approved Sale. Notwithstanding anything to the Holder’s Shares to be sold by it contrary contained herein, Sections 2.1, 2.2, 2.4, 2.6 and its ability to convey title thereto free 2.7 and clear of liens, encumbrances Articles III and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made VIII shall not apply in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party an Approved Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding (a) If BRS Majority Holders approve a sale of all or substantially all of the Company's assets determined on a consolidated basis or a sale of 85% or more (measured by fair market value) of the aggregate equity interests of the Company at the time owned by the BRS Investors (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other provision hereoftransaction which has the same effect as any of the foregoing, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a an Independent Third Party Sale, then, upon or group of Independent Third Parties in a transaction in which (a) more than 50% of the demand aggregate equity interests of any Selling Fortress Entity participating the Company (on a fully diluted basis) are to be transferred and (b) all Holders of the same class or series of LLC Interests that are being Transferred in such Third Party Sale transaction are treated identically except as provided below in this Section 3 (in each such entity’s sole discretionsale or transaction, an "APPROVED COMPANY SALE"), such then each LLC Interests Holder will vote for, consent to and raise no objections against the Approved Company Sale or the process. If the Approved Company Sale is structured as a merger or consolidation, then each LLC Interests Holder shall sell to waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. If the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, Approved Company Sale is structured as applicable), whether or not the restrictions on a Transfer of Common Stock have lapsedLLC Interests, equal then each LLC Interests Holder shall agree to the product sell all, but not less than all, of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) his or its LLC Interests and (y) the Third Party Sale Percentage, at the same price and rights to acquire LLC Interests on the same terms and conditions conditions, as such Selling Fortress Entity has applicable to the respective types of LLC Interests to be Transferred by the BRS Majority Holders, it being agreed to with such Third Party; provided, however, that such terms and conditions will not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the units or shares, as applicable, being sold and authority to sell such units or shares, as applicable, absence of conflicts with applicable law or material agreements of the transferor and indemnities related thereto. Subject to the foregoing, each such LLC Interests Holder shall not be permitted to sell any unvested Holder’s Shares (provided that take all necessary or desirable actions in connection with the consummation of an Approved Company maySale as requested by the Board, in its sole discretionincluding, accelerate without limitation, executing the vesting applicable documents of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonabletransfer. Notwithstanding the foregoing, good faith efforts to provide that (A) the only representation and warranty which such no LLC Interests Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party an Approved Company Sale pursuant to this Section 2(b)(iii) unless such Holder holder is provided an a reasonably acceptable opinion of counsel to the effect that the Third Party transfer in connection with such Approved Company Sale is not in violation of the registration or qualification requirements of the federal or applicable federal and state securities or other laws laws, or, if such Holder holder is not provided with such an opinion with respect to opinion, the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall Company will indemnify such Holder holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B4(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii4(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.has

Drag Along Right. Notwithstanding At any other provision hereoftime after the closing of the Second NAV CANADA Tranche Financing or at any time after NAV CANADA US Subsidiary delivers, if any Holder has not exercised its Tag-Along Right with respect or is deemed to have delivered, written notice to the maximum number Company indicating that it elects not to fund any subsequent NAV CANADA Financing prior to the closing of Holder’s Shares for which such Holder is permitted the Second NAV CANADA Tranche Financing, in the event the Members holding at least 85% of Interests (pursuant the “Drag Along Holders”) determine to Section 2(b)(ii)(Bsell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) aboveor more of the Interests, in each case in a transaction constituting a change in control of the Company, to any non-Affiliate(s) of the Company or any of the Drag Along Holders, or to exercise such Tagcause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Drag Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale Holders (in each such entity’s sole discretioncase, the “Drag Along Buyer”) in a bona fide negotiated transaction (a “Drag Along Sale”), such Holder each of the Members, including any of its successors as contemplated herein, shall sell be obligated to and shall upon the written request of the Drag Along Holders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the respective Third Party Drag Along Buyer, its Interests on substantially the number same terms applicable to the Drag Along Holders; and (b) execute and deliver such instruments of whole Holder’s Shares (rounded upwards conveyance and transfer and take such other action, including voting such Interests in favor of any Drag Along Sale proposed by the Drag Along Holders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or downwardsrelated documents, as applicable)the Drag Along Holders or the Drag Along Buyer may reasonably require in order to carry out the terms and provisions of this Section 12.3, whether or not provided that NAV CANADA US Subsidiary shall have the restrictions on Transfer of Common Stock have lapsed, equal right to the product of (x) the total number of Holder’s Shares held by such Holder on the date of elect that NAV CANADA US Subsidiary Stockholder participate in the Drag-Along Notice Sale by selling its NAV CANADA US Subsidiary stock (as defined below) and (y) and/or the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting equity of any unvested Holderdirect or indirect corporate parent of NAV CANADA US Subsidiary whose only asset is ownership of NAV CANADA US Subsidiary) to the prospective buyer in lieu of a transfer of NAV CANADA US Subsidiary’s Shares); provided further that Interests thereto, and the purchase price payable by the prospective buyer for such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder NAV CANADA US Subsidiary stock shall be required equal to make the price that would have been payable in connection with the Third Party Drag Along Sale is a representation and warranty with respect to such HolderNAV CANADA US Subsidiary’s own ownership Interests. The obligations under this Section 12.3 shall terminate upon the occurrence of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale Company pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawArticle 10.

Drag Along Right. Notwithstanding (a) In the event that at any time prior to the date on which the Company's equity is Actively Publicly Traded, (i) Odyssey or any Odyssey Holder designated in writing by Odyssey propose to initiate a Company Sale pursuant to the Company Sale Right contained in Section 16 hereof or (ii) there is a sale, lease, transfer, conveyance or other provision disposition (including, without limitation, any merger or consolidation), in single transaction, of all or substantially all of the equity interests or assets of the Company and its Subsidiaries taken as a whole, which is approved by the Board pursuant to Section 4 hereof, if Odyssey or any Odyssey Holder has not exercised its Tagdesignated in writing by Odyssey, in the case of a transaction pursuant to clause (i) hereof or the Company, in the case of a transaction pursuant to clause (ii) hereof (each, a "DRAG-ALONG INITIATOR"), may require (a "DRAG-ALONG RIGHT") all Stockholders, all Lucent Holders and all Finance Warrant Holders (collectively, "DRAG-ALONG HOLDERS") to participate in such transaction in accordance with the terms of this Section 9 (any transaction involving the exercise of such Drag-Along Right with respect shall be referred to as a "DRAG-ALONG SALE"). The Drag-Along Initiator shall provide the Stockholders, the Lucent Holders and the Finance Warrant Holders written notice (a "DRAG-ALONG NOTICE") of such Drag-Along Sale and the material terms thereof not less than 25 days prior to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the proposed date of the Drag-Along Notice Sale (as defined belowthe "DRAG-ALONG SALE DATE") and (y) each of the Third Party Sale PercentageDrag-Along Holders hereby agrees to sell to such Proposed Purchaser all Securities, at the same price and on the same terms and conditions as Lucent Securities, Options or Convertible Securities held by such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Drag-Along Holder. No Drag-Along Holder shall not be permitted to sell exercise any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion dissenter's rights with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a consummation of any such Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSale.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect Subject to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions specified in this Section 4.1, in the event that Holders representing 90% of the aggregate of the then-outstanding Shares and the then outstanding FFC Shares (the “Approving Holders”) approve a sale of the Company or all or substantially all of the Company’s assets whether by means of a merger, or consolidation, or sale of stock or assets or the disposal or transfer of more than 50% of the voting power of the Company to a non-affiliated third party, or otherwise (each, an “Approved Sale”), all of the non-Approving Holders shall consent to, vote for and raise no objections to the Approved Sale, and (i) if the Approved Sale is structured as such Selling Fortress Entity has agreed to a merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, the non-Approving Holders shall waive any dissenters rights, appraisal rights or similar rights in connection with such Third Party; providedmerger, howeverconsolidation or asset sale, that each such Holder or (ii) if the Approved Sale is structured as a sale of the stock of the Company, the non-Approving Holders shall not be permitted agree to sell any unvested Holder’s Shares (all of their stock on the terms and conditions approved by the Approving Holders, provided such terms do not provide that the non-Approving Holders would receive less than the amount that would be distributed to such non-Approving Holders in the event the proceeds of the sale of the Company maywere distributed in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time. The non-Approving Holders shall take all necessary and desirable actions approved by the Approving Holders, in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments as the Approving Holders reasonably request, it being understood that in connection with a transfer of its sole discretion, accelerate shares of stock as herein provided the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity non-Approving Holders shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make those representations and warranties relating to the non-Approving Holder’s title to the shares of stock being sold and their authority to sell such shares of stock. In addition, (i) the non-Approving Holders shall not be required to agree to provide indemnification in connection with the Third Party Sale is a representation favor of any other party and warranty (ii) non-Approving Holders shall not bear any disproportionate cost, obligation or liability with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters transfer as contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSection 4.1.

Drag Along Right. Notwithstanding If SGS intends to accept a third party offer, then SGS shall deliver to each Minority Shareholder a notice of such third party offer (a “Disposition Notice”), specifying the purchase price and other terms and conditions of such third party offer and SGS’s reasonable determination that the third party offer is more favorable to SGS than any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to offer of the maximum number of Holder’s Shares for which such Holder is permitted (Minority Shareholders pursuant to Section 2(b)(ii)(B6.2. Unless waived by all of the Minority Shareholders, SGS’s determination shall be accompanied by a list of the terms and factors that SGS compared and its analysis in making its determination that the third party offer is more favorable than the offer of the Minority Shareholders. If the terms of such third party sale are more favorable to SGS than the offer by the Minority Shareholders, then the Minority Shareholders shall have the right to match the third party offer, notice of which (the “Matching Best Offer Notice”) abovemust be given to SGS within ten (10) days after receipt of the Disposition Notice. If the Minority Shareholders do not match such third party offer or if the Minority Shareholders did not make an offer to exercise such Tag-Along Right in respect SGS pursuant to Section 6.2, SGS will have the right, at its option (exercisable by written notice given to each Minority Shareholder within twenty (20) days of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretionDisposition Notice), such Holder shall sell to require the respective Third Party Minority Shareholders (the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the “Drag-Along Notice (as defined belowRight”) and (y) to sell all of their Shares but not less than all of their Shares, to the Third Party Sale Percentagethird party, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it SGS, and the Minority Shareholders shall deliver to counsel for SGS (to be held in escrow) at or before closing of the contemplated sale the certificates representing all Shares owned by them. If, within 120 days after the Disposition Notice, SGS has not completed the sale of all of its ability Shares (for a reason other than the failure of any Minority Shareholder to convey title thereto free and clear of liensdeliver certificates for his or her Shares) in accordance herewith, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited SGS shall return to the amount of proceeds actually received Minority Shareholders the Shares delivered by such Holder shareholder for sale pursuant hereto, and all the restrictions on sale or other disposition contained in this Agreement shall again be in effect. In the Third Party Sale; provided furtherevent SGS does not exercise its Drag Along Right during the 20-day period, the Drag Along Right shall be deemed to be waived and SGS shall be permitted to sell its Shares to a third party that is reasonably acceptable to the Minority Shareholders holding at least a Holder majority of the Voting Common Stock held by the Minority Shareholders, such acceptance not to be unreasonably withheld. The Minority Shareholders shall not be obligated to participate in any Third Party Sale notify SGS whether the third party is reasonably acceptable pursuant to this Section 2(b)(iii6.4 within thirty (30) unless such Holder is provided an opinion days of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawDisposition Notice.

Drag Along Right. Notwithstanding any other provision hereofPCTEL may, if any Holder has not exercised its Tag-Along Right with respect by written notice to the maximum number of Holder’s Shares for which such Holder is permitted Eclipse (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the “Drag-Along Notice (as defined below) and (y) the Third Party Sale PercentageNotice”), at the same price and require Eclipse to sell all of its Membership Interests to such third-party purchaser on the same terms and conditions as such Selling Fortress Entity has agreed substantially identical to with such Third Party; providedthose on which PCTEL will sell its Membership Interests, howeverand Eclipse shall vote for, that each such Holder shall not be permitted consent to sell any unvested Holder’s Shares (provided that and raise no objections against the Company mayApproved Sale. Not in limitation of the foregoing, in its sole discretionconnection with an Approved Sale, accelerate Eclipse agrees to take all steps necessary to comply, and to enable it to comply, with the vesting provisions of any unvested Holder’s Sharesthis Section 9.6(B)(i); provided further that , including without limitation the execution and delivery of appropriate instruments of transfer and such Selling Fortress Entity other agreements and instruments as may reasonably be required by the purchaser or PCTEL for the closing of the Approved Sale at such date and time as PCTEL shall use its reasonable, good faith efforts to provide that specify. In connection with an Approved Sale: (A1) the only representation and warranty which such Holder Eclipse shall be required to make in connection customary representations or warranties relating to (i) its own due incorporation and execution and delivery of the relevant agreements and instruments, (ii) the enforceability of such agreements and instruments against it, (iii) the absence of conflicts with the Third Party Sale is a representation agreements, laws and warranty with respect court and governmental orders applicable to such Holder’s own it, (iv) its ownership of the Holder’s Shares to be Membership Interests being sold by it and its ability to convey title thereto free and clear of liensall liens and encumbrances except those arising under this Agreement, encumbrances and adverse claims and (Bv) such other representations or warranties as are reasonably necessary in order to effect the liability transfer of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder Membership Interests contemplated thereby; (and not joint with any other person2) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder Eclipse shall not be obligated required to participate provide any indemnities except as provided in any Third Party Sale clause (3); (3) Eclipse may be required to execute and deliver the applicable purchase and sale agreements and in the event that a portion of the purchase price is required by the terms of such agreements to be placed in escrow or otherwise withheld to support purchase price adjustment obligations post-closing (including as it relates to indemnification required by the purchaser in a transaction for breaches of 1811258 * Confidential portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion a confidential treatment request in accordance with Rule 24b-2 promulgated under the Securities Exchange Act of counsel 1934, as amended. Redacted portions are indicated with “[****].” 44 representations or warranties relating to the effect Company and/or the Membership Interests or assets sold), Eclipse will have a pro rata portion of its purchase price placed in such escrow or otherwise withheld to be utilized to pay any such purchase price adjustment and/or indemnification obligations; and (4) Eclipse shall not be required to agree to restrictive covenants that would materially impair its ability to conduct its business as conducted as of the Third Party Sale is not in violation date of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect this Agreement (exclusive of the activities of the Company). Eclipse hereby consents to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form appointment of a merger transactionmember representative by the Board for the purposes of all dealings with same and to the indemnification of such member representative for all actions taken in good faith in relation to same, each Holder all pursuant to a member representative agreement in a form approved by the Board in its reasonable discretion, which Eclipse agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawexecute promptly upon receipt.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with (a) With respect to the maximum number any proposed transfer of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer shares of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date representing not less than a majority of the voting power of the Fully-Diluted Common Stock (determined pursuant to Article VIII, Section 3(a) of the Company's Amended and Restated Certificate of Incorporation) in an arm's length transaction to a proposed purchaser that is not an Affiliate of the Company or of the holder of Common Stock proposing to transfer shares of Common Stock (such proposed transfer being a "Proposed Drag-Along Notice Transfer") the Common Stockholders requesting such transfer shall have the right (the "Drag-Along Right") so long as such Common Stockholders are transferring all of their shares of Common Stock, to require the Series A Preferred Stockholders to sell all (but not less than all) of their Shares in the Proposed Drag-Along Transfer to the proposed purchaser at the greater of such price being paid by the proposed purchaser in such Proposed Drag-Along Transfer or twelve dollars and fifty cents ($12.50) per share of Series A Preferred Stock (subject to equitable adjustments for stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof), together with all declared and unpaid dividends thereon and all accrued and unpaid Redemption Dividends (as defined belowin Article VIII, Section 5(f) of the Amended and (yRestated Certificate of Incorporation of the Company) the Third Party Sale Percentagethereon, at the same price and on and, otherwise, upon the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder transferring Common Stockholders in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Proposed Drag-Along Notice to such Holder shall indemnify such Holder for any such violationTransfer. If the Third Party Sale is transfer includes Class B Common Stock, such price, terms and conditions shall be determined for all Shares by reference to the price being paid by the proposed purchaser in such Proposed Drag-Along Transfer, terms and conditions applicable to the Class B Common Stock. Such transferring holders of Common Stock shall provide a notice (the "Drag-Along Notice") to each Series A Preferred Stockholder and the Company setting forth: (i) the name of the proposed purchaser, (ii) the proposed amount and form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor consideration and terms and conditions of such merger payment offered by the proposed purchaser and not to exercise any rights (iii) the proposed date of appraisal or dissent afforded under applicable lawconsummation of the proposed Drag-Along Transfer.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number If Mehiel proposes a transaction or series of Holder’s Shares for related transactions in which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer it will Sell shares of Common Stock have lapsed, equal to for cash in an amount in excess of 30% of the product of (x) the total then aggregate number of Holder’s Shares held by such Holder on outstanding shares of Common Stock to an unaffiliated third party or parties, then Mehiel shall have the date of right (the "Drag-Along Notice (as defined belowRight") to require each of the Stockholders to Sell all, but, subject to the provisions of Section 10(d), not less than all, of the Exchange Warrants and (y) the Third Party Sale Percentage, at Underlying Stock owned by such Stockholders for the same price per share consideration and otherwise on the same terms and conditions as such Selling Fortress Entity has agreed Mehiel. Each Stockholder agrees to take all steps necessary to enable it to comply with the provisions of this Section 10A(b), including, without limitation, the execution of all documents in connection with such Third PartySale, the delivery, against payment therefor, of certificates for all such Exchange Warrants and Underlying Stock duly endorsed or accompanied by appropriate instruments of transfer and free and clear of any liens or other encumbrances, and, if requested by Mehiel, the voting of all Exchange Warrants and Underlying Stock owned by such Stockholder in the manner requested by Mehiel in order to effect such Sale; provided, however, that each such Holder the Stockholders shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make any representations or warranties (other than with respect to their ownership of their Exchange Warrants and Underlying Stock) to the purchaser or purchasers or to agree to indemnify the purchaser or purchasers in connection with the Third Party Sale is a representation and warranty such sale (other than with respect to such Holder’s own their ownership of the Holder’s Shares to be sold by it their Exchange Warrants and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered Underlying Stock). To exercise a Drag-Along Notice Right, Mehiel shall give AIP, on behalf of all of the Stockholders, a written notice (the "Drag-Along Notice") containing (i) the name and address of the third party or parties to whom shares of Common Stock will be Sold and (ii) the proposed purchase price thereof, terms of payment and other material terms and conditions of the Sale. Each Stockholder shall thereafter be obligated to Sell its Exchange Warrants and Underlying Stock subject to such Holder shall indemnify such Holder for any such violationDrag-Along Notice; provided that the Sale is consummated within 90 days after the anticipated date of consummation set forth in the Drag Along Notice. If the Third Party Sale is in the form of a merger transactionnot consummated, each Holder agrees to vote its Holder’s Shares in favor for any reason (including abandonment of such merger and not Sale by Mehiel), on or before the expiration of such 90-day period, then each Stockholder shall no longer be obligated to exercise any rights Sell such Exchange Warrants or Underlying Stock pursuant to that specific Drag-Along Notice, but each Stockholder's Shares shall remain subject to the provisions of appraisal or dissent afforded under applicable law.this Section 10A.

Drag Along Right. Notwithstanding any other provision hereof(a) After the Closing Date, if any Holder has not exercised the Stockholder Majority elect to effect a Company Sale, then such Stockholder Majority (the Stockholder Majority in its Tagcapacity as such under this Section 3.1(a), the “Drag-Along Right with respect Representative”) may (but shall not have an obligation to) notify the Management Stockholders (each a “Drag-Along Party”) in writing (the “Drag-Along Notice”) at least fifteen (15) Business Days prior to the maximum number consummation of Holder’s Shares for which such Holder is permitted Company Sale (pursuant to Section 2(b)(ii)(B) above) to exercise such Tagthe “Drag-Along Right Transaction”). The Drag-Along Notice shall specify the identity of the prospective parties involved in respect the Drag-Along Transaction, a reasonable summary of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date material terms and conditions of the Drag-Along Transaction and a copy of any form of agreement proposed to be executed in connection therewith (but only if available at the time the Drag-Along Notice is delivered). If the Drag-Along Representative delivers such Drag-Along Notice: (A) the Drag-Along Party shall be deemed to approve the proposed Drag-Along Transaction (solely in such Drag-Along Party’s capacity as defined belowa Stockholder), (B) subject to Section 6.8, to the extent any vote or consent to the Drag-Along Transaction is required, the Drag-Along Party shall vote for and consent to such Drag-Along Transaction (including on behalf of all of its Equity Securities and on behalf of all Equity Securities with respect to which the Drag-Along Party has the power to direct the voting thereof) and shall waive any dissenter’s rights, appraisal rights or similar rights which the Drag-Along Party may have in connection therewith, (yC) no Drag-Along Party shall raise any objections to the proposed Drag-Along Transaction, (D) the Third Drag-Along Party Sale Percentage, at shall agree to sell its Drag-Along Pro Rata Share of each class of Equity Securities being sold in such Drag-Along Transaction (or such lesser number of Equity Securities if so designated by the same price and Drag-Along Representative in the Drag-Along Notice) on the same terms and conditions as the Stockholder Majority, subject to clause (F) below and Section 3.1, (E) the Drag-Along Party shall execute all documents reasonably required to effectuate such Selling Fortress Entity has agreed Drag-Along Transaction, as determined by the Drag-Along Representative in good faith, (F) the Drag-Along Party shall be obligated to with such Third Partyprovide the same representations, warranties, covenants, agreements, indemnities (on a pro rata basis (but not a joint and several basis); provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company mayaggregate liability (including any indemnification obligation) of the Drag-Along Party in the Drag-Along Transaction shall not exceed the consideration received by the Drag-Along Party for the sale of its Equity Securities in such transaction, other than in the case of fraud, intentional misrepresentation or willful misconduct on the part of the Drag-Along Party) and other obligations that the Drag-Along Representative agrees to provide in connection with such Drag-Along Transaction (other than any such obligations that relate specifically to a particular holder of Equity Securities, such as indemnification with respect to representations and warranties given by such holder regarding such holder’s title to and ownership of such Person’s Equity Securities, which shall be solely the responsibility of such holder), and (G) each Drag-Along Party shall take all other actions reasonably necessary or desirable, as reasonably determined by the Drag-Along Representative, to cause the consummation of such Drag-Along Transaction on the terms proposed by the Drag-Along Representative (including, in connection with a Drag-Along Transaction involving a sale of all or substantially all of the assets of the Company and its sole discretionSubsidiaries, accelerate causing the vesting Company and its Subsidiaries to enter into such agreements and arrangements with the applicable third party purchaser of such assets in connection with such Company Sale in a form and on terms and conditions reasonably acceptable to the Drag-Along Representative consistent with the foregoing). Notwithstanding the foregoing, except with respect to any unvested Holder’s Shares); provided further Drag-Along Party that such Selling Fortress Entity shall use is an employee of the Company or any of its reasonableSubsidiaries, good faith efforts to provide that (A) the only representation and warranty which such Holder no Drag-Along Party shall be required to make execute agreements in connection with any Drag-Along Transaction containing non-competition, non-solicitation, no-hire and/or and confidentiality provisions which are more restrictive than those entered into by the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of Stockholders constituting the Holder’s Shares to be sold by it and Stockholder Majority exercising its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder rights under this Section 3.1; provided that with respect to any representation and warranty made Drag-Along Party that is an employee of the Company or any of its Subsidiaries, such Drag-Along Party shall only be required to execute agreements in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice Transaction containing non-competition, non-solicitation, no-hire and/or and confidentiality provisions to the extent that such Holder shall indemnify such Holder for any such violationprovisions are reasonable and customary, in light of the circumstances of the Drag-Along Transaction. If the Third Party Sale is in the form of a merger transactionAs used herein, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.“

Drag Along Right. Notwithstanding (a) In the event that one or more Shareholders holding Shares aggregating more than 50% of the outstanding voting power of the Company (the “Triggering Shareholders”) determines to effect a Company Sale or sell or otherwise dispose of all or substantially all of the assets of the Company determined on a consolidated basis or all or substantially all of the capital stock of the Company in a bona fide negotiated transaction and such transaction has been approved by all holders of Shares entitled to approve or consent to such transaction (an “Approved Sale”), each Shareholder shall be obligated to and shall upon written request of the Triggering Shareholders: (i) consent to and raise no objections against the Approved Sale, (ii) if the Approved Sale is structured as (A) a merger or consolidation, waive any dissenters or similar rights in connection with such merger or consolidation, (B) a sale of capital stock, agree to sell all of his Shares on the terms and conditions approved by the Triggering Shareholders, or (C) as a sale of assets, vote in favor of such sale and any subsequent liquidation of the Company or other provision hereofdistribution of the proceeds therefrom, if (iii) execute and deliver such instruments of conveyance and transfer and take all other necessary or desirable actions in connection with the consummation of the Approved Sale reasonably requested by the Triggering Shareholders (including, without limitation, executing any Holder has not exercised its Tag-Along Right purchase agreements, merger agreements, escrow agreements and related agreements) and (iv) join on a pro rata basis (based on the share of the aggregate proceeds received by such Shareholder from such Approved Sale) in any indemnification or other obligations that the Triggering Shareholders agree to provide in connection with such Approved Sale other than any such obligations that relate specifically to a particular Shareholder such as indemnification with respect to the maximum number representations and warranties given by a Shareholder regarding title to and ownership of HolderShares; provided that (i) any Shareholder’s Shares for which aggregate liability (absent fraud) in connection with such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise Approved Sale shall not exceed such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in Shareholder’s proceeds from such Third Party Approved Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (yii) the Third Party Sale Percentage, at the same price and on the same terms and conditions as that no such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder Shareholder shall be required to make in connection with any representation or warranty (other than that such Shareholder has good title to the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be being sold by it and its ability to convey title thereto such Shareholder, free and clear of liensany liens and authority to sell), encumbrances and adverse claims and or covenant or indemnity except that such Shareholder shall be required to participate in all indemnification obligations on a pro rata basis so long as such Shareholder’s liability (Babsent fraud) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder sale shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless exceed such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if Shareholder’s proceeds from such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawsale.

Drag Along Right. Notwithstanding any other provision hereofIn the event that you become a Participating Stockholder Seller pursuant to Section 4.5 of the Stockholders Agreement, if any Holder has all Shares issuable in respect of vested “in the money” Options held by you whether or not exercised its Tag-Along Right (including any Options that would vest as a result of the consummation of the Change of Control Transaction described in Section 4.5 of the Stockholders Agreement) shall constitute Shares held by you for purposes of the calculation set forth in the first sentence of Section 4.5(a) of the Stockholders Agreement (provided, notwithstanding anything to the contrary in Section 4.5 of the Stockholders Agreement, you shall be required to exercise only the applicable “in the money” Options with respect to such Shares in accordance therewith). In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of event that (x) the total number of Holder’s consideration payable for Shares held by such Holder on the date to be sold pursuant to Section 4.5 of the Drag-Along Notice (as defined below) Stockholders Agreement includes securities and (y) applicable law would require the Third Party Sale Percentageprovision to you, at in your capacity as a Participating Stockholder Seller or Drag-Along Seller, as applicable, of any specified information regarding the same price and on Company or any of its parents or subsidiaries, such securities or the same terms and conditions issuer thereof that is not otherwise required to be provided for such Transfer pursuant to Section 4.5 of the Stockholders Agreement, then notwithstanding Section 4.5(f) of the Stockholders Agreement, you, in your capacity as a Participating Stockholder Seller or Drag- Along Seller, as applicable, shall have the right to sell Shares in such Selling Fortress Entity has agreed proposed Transfer pursuant to with such Third PartySection 4.5 of the Stockholders Agreement; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company maySponsor Investor Sellers shall have the right, but not the obligation, to cause to be paid to you, in its sole discretionyour capacity as a Drag- Along Seller, accelerate in lieu of such securities described in the vesting preceding sentence, an amount in cash equal to the Fair Market Value of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership Shares as of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of date such Holder with respect to any representation and warranty made securities otherwise would have been issued in connection with the Third Party Sale is the several liability of exchange for such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Shares. The Drag-Along Notice Right of the Sponsors shall terminate upon the earlier to such Holder occur of (i) an IPO and (ii) a Liquidity Event. The Drag-Along Right of the Sponsors shall indemnify such Holder for not include a right to require you to sign a non-compete agreement (it being understood that any such violation. If existing non-compete agreement then in effect between you and the Third Party Sale is in the form Company or one of its parents or subsidiaries shall not terminate solely as a merger transaction, each Holder agrees to vote its Holder’s Shares in favor result of such merger and not to exercise any rights of appraisal Transfer). Any unvested or dissent afforded under “out-of-the money” vested Options shall be treated in accordance with the applicable lawaward agreement.

Drag Along Right. Notwithstanding (a) At any other provision hereoftime following the Company having achieved all of the Milestones, if any Holder has not exercised its Tag-Along Right with respect and subject to the maximum number other provisions of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwardsthis Article VI, as applicable), whether or not the restrictions on if SS&C Health desires to Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date at least [***] of the Membership Interests in the Company to any Proposed Purchaser in a transaction or a series of related transactions pursuant to which each other Founding Member shall have the right, if it so elects, to Transfer up to [***] of its Membership Interests in connection therewith (a “Drag-Along Notice Sale”), SS&C Health shall have the right and option, but not the obligation, to require the other Members to participate in such Drag-Along Sale (as defined below) and (y) the Third Party Sale Percentage“Drag-Along Right”), at the same price (which shall take into account all consideration proposed to be paid by the Proposed Purchaser or its Affiliates to SS&C Health in such Drag-Along Sale) and on the same terms and subject to the same conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice Sale proposed by SS&C Health or its Affiliates (which such terms and conditions shall not (i) restrict the current or prospective business ACTIVE/107611452.20 or operations of either Humana or Anthem or their respective Affiliates or (ii) require either Humana or Anthem or their respective Affiliates to agree to a non-competition, non-solicitation, no-hire or other restrictive covenant (other than as may be provided for in this Agreement and any other agreement in place between the Company and a Member from time to time)), by selling the desired Percentage Interest(s) (including the Membership Interest(s) represented thereby) held by such Holder other Founding Member(s), which, in each case, shall indemnify be no less than such Holder for any such violation. If other Founding Member’s Percentage Interest multiplied by a fraction (x) the Third Party Sale numerator of which is the Percentage Interest included in the form Membership Interests being Transferred by SS&C Health and (y) the denominator of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor which is the total Percentage Interest held by SS&C Health at the time of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawDrag-Along Sale (such amount, the “Drag-Along Share”).

Drag Along Right. Notwithstanding any other provision hereofSubject to the prior approval of the Management Committee, if at any Holder has not exercised its Tag-Along Right with respect time prior to the maximum number Company first becoming a Public Company, the Majority Members (the "SELLING MEMBER") desire to sell all or any portion of Holder’s Shares for which such Holder is permitted (Selling Member's Interest pursuant to Section 2(b)(ii)(B) abovea bona fide offer from a third party which is not an Affiliate of such Selling Member (a "THIRD PARTY PURCHASER") to exercise purchase all or any portion of its Interests then such Tag-Along Right in respect Selling Member shall have the right to require all of the other Members to sell a Third Party Sale, then, upon the demand pro rata portion of any Selling Fortress Entity participating in their Interests to such Third Party Sale Purchaser in connection with such sale. Such right shall be exercisable by written notice (in a "BUYOUT NOTICE") given to each Member which shall state (i) that the Selling Member proposes to effect the sale of the PRO RATA portion of the Interests of every Member of the Company to such Third Party Purchaser, (ii) the proposed purchase price per unit to be paid by the Third Party Purchaser for the Interests of all of the Members, and (iii) the name of the Third Party Purchaser, and to which shall be attached a copy of all writings between such Selling Member and the other parties to such transaction necessary to establish the terms of such transaction. Each such Member agrees that, upon receipt of a Buyout Notice, each such entity’s sole discretionMember shall be obligated to sell a PRO RATA portion of its Interests upon the other terms and conditions of such transaction (and otherwise take all reasonably necessary action to cause consummation of the proposed transaction, including voting such Interest in favor of such transaction); PROVIDED, HOWEVER, that each such Holder Member shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, only be obligated as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of provided above in this Section 9.3 if (x) each Member receives the total number of Holder’s Shares held by such Holder on same pro rata consideration as the date Selling Member for Interests of the Drag-Along Notice (same class and series as defined below) the Interests to be sold by the Selling Member, and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder Purchaser shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited have furnished evidence reasonably satisfactory to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel Management Committee to the effect that it has the Third Party Sale is not in violation financial ability to consummate the proposed purchase of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If Interests of all of the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawMembers.

Drag Along Right. Notwithstanding any other provision hereof(i) If after the Class B Ordinary Closing Date, if any Holder has Ruipeng Members approve in writing a proposed transaction (including but not exercised its Tag-Along Right with respect limited to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right merger, reorganization, share transfer, share issuance in respect of the Company or other transactions) as a Third Party Sale, then, upon result of which all or substantially all the demand Assets of the Company are disposed with a third party (other than Xxxxxxxxx nor Ruipeng Members nor any Selling Fortress Entity participating in such Third Party Sale of their respective Affiliates) (in each such entity’s sole discretion“Disposal Transaction”), in which the implied valuation of the Company would enable each Class B Ordinary Share to realize a return at a simple rate of fifteen percent (15%) or higher per annum of the Class B Ordinary Share Issue Price calculated from the Class B Ordinary Closing Date, then Ruipeng Members shall have the right to notify each of the other Members in writing such Holder approval, whereupon each of those Members shall sell sign all transaction documents and take all necessary actions so as to complete the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of Disposal Transaction; provided that (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) no Member other than Ruipeng Members and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall Skyfield Minority Members will be required to make any representations and warranties other than those regarding such Member’s title to the Shares, (y) no Member other than Ruipeng Members and Skyfield Minority Members will be required to sell its Shares unless the liability, if any, of such Member in connection with such Disposal Transaction is several, not joint, and such Member shall only be liable for any breach of its representations and warranties regarding such Member’s title to the Third Party Sale is a representation Shares, and warranty with respect in any event will not exceed the consideration payable to such Holder’s own ownership Member, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct committed by such Member); (c) such Disposal Transaction shall require the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear prior written consent of liens, encumbrances and adverse claims Xxxxxxxxx; and (Bd) such Disposal Transaction shall also require the liability prior written consent of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws orTencent, if such Holder is Disposal Transaction constitutes a Tencent Prohibited Transaction and Tencent owns not provided with an opinion with respect less than sixty seven (67%) of all Shares it owns as at the Class B Ordinary Closing Date as at immediately prior to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor completion of such merger Disposal Transaction. Such actions include but are not limited to (a) voting in favour of the Disposal Transaction at the general meeting; (b) procuring that the director so appointed by the respective Member vote in favour of the Disposal Transaction; and not to exercise any rights of appraisal (c) selling or dissent afforded under applicable lawtransferring all the Shares held by them, if applicable.

Drag Along Right. Notwithstanding any other provision hereofof this Agreement, if at any Holder has time after the Lock-up Period a bona fide firm offer from an unaffiliated third Person to acquire (by merger, sale of assets or stock or otherwise directly or indirectly in one or a series of related transactions), at a price implying a Price Per Company's Share not exercised its Taglower than the Drag-Along Right with respect along Minimum Price, 90% or more of the Shares in WM owned by WM Holding is received by WM Holding, then WM Holding may require the other Investors (each, a "Drag-along Investor") to Transfer to the maximum number prospective Transferee all of Holder’s their respective Shares for owned by them in the applicable Luxco Holdings simultaneously with the Transfer of the Shares in WM to be sold by WM Holding, by delivering a written notice to the other Investors (which such Holder is permitted (pursuant shall include an indication of the Price per Company's Share) in which it irrevocably elects to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating include in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell proposed Transfer to the respective Third Party prospective Transferee all (and not less than all) the number Shares in the Luxco Holdings of whole Holder’s such Investors, which shall be obliged to Transfer to the prospective Transferee all of the Shares (rounded upwards owned by them in the applicable Luxco Holding, simultaneously with the direct or downwards, as applicable), whether or not the restrictions on indirect Transfer of Common Stock have lapsed, the Shares in WM to be sold by WM Holding or otherwise participate in such transaction (or series of related transactions) at a price per Share equal to the product of Drag-along Price (x) the total number of Holder’s Shares held by such Holder on the date of which implies a Price Per Company's Share not lower than the Drag-Along Notice (as defined belowalong Minimum Price and may be payable in cash or in consideration other than cash) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as WM Holding. To the extent appropriate, each Investor agrees to vote all of the Shares of the Luxco Holdings held by it in favor of such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company maytransaction and, in its sole discretiongeneral, accelerate take any action which is necessary or appropriate in connection therewith. If the vesting Transfer contemplated by this Section 3.4 is proposed to be effected, the closing date and place shall be communicated by WM Holding to the other Drag-along Investors in writing with a prior notice of any unvested Holder’s Shares); provided further that such Selling Fortress Entity fifteen (15) Business Days and the other Investors shall use its reasonable, good faith efforts to provide that (A) Transfer title to the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership prospective Transferee of the Holder’s Shares to be sold by it and its ability to convey title thereto being sold, free and clear of liensall Liens, encumbrances and adverse claims and (B) execute and deliver any such documents and instruments (including the same representations and warranties provided by WM Holding in respect to the Shares being sold, provided that the sellers will use their reasonable best efforts to negotiate with the prospective purchaser that any liability for breach of representations and warranties will be several and not joint among the sellers and provided, further, that in the event that they do not succeed in obtaining such limitation, in the internal relations among the sellers the liability shall be allocated pro rata to the Shares sold) reasonably required to effect the Transfer of title to such Holder with respect Shares to the prospective Transferee, free and clear of any representation Liens. All costs and warranty made expenses incurred by the Investors in connection with such transaction shall be borne by them on a pro rata basis on the Third Party Sale is number of Shares included by each of the several liability Investors in such Transfer (excluding, for the avoidance of doubt, any fees paid or to be paid to any of the Parties or any Affiliate thereof). Unless otherwise agreed with the purchaser, the purchaser shall pay any transfer taxes or similar governmental charges in connection with such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawsale.

Drag Along Right. Notwithstanding The Manager may in its sole discretion elect to cause the Manager and/or the Company to structure the Applicable Sale as a merger or consolidation or as a sale of the Company’s Assets.(b) No Member shall have any dissenters’ rights, appraisal rights or similar rights in connection with any Applicable Sale, and no Member may object to any subsequent liquidation or other provision hereofdistribution of the proceeds from an Applicable Sale that is a sale of Assets. Each Member agrees to consent to, if any Holder has not exercised and raise no objections against, an Applicable Sale. In the event of the exercise by the Manager of its TagDrag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right this ‎Section 7.4, each Member shall take all reasonably necessary and desirable actions approved by the Manager in respect connection with the consummation of a Third Party the Applicable Sale, thenincluding the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, upon warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Partytransaction; provided, however, that each (A) such Holder Members shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with give disproportionately greater or more onerous representations, warranties, indemnities, or covenants than the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and Manager or its ability to convey title thereto free and clear of liensAffiliates, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder Members shall not be obligated to participate bear any share of the out-of-pocket expenses, costs, or fees (including attorneys’ fees) incurred by the Company or its Affiliates in any Third Party connection with such Applicable Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel and to the effect extent that such expenses, costs, and fees were incurred for the Third Party Sale is benefit of the Company or all of its Members, (C) such Members shall not in violation be obligated or otherwise responsible for more than their proportionate shares of applicable federal and state securities any indemnities or other laws orliabilities incurred by the Company and the Members as sellers in respect of such Applicable Sale, if such Holder is not provided with an opinion with (D) any indemnities or other liabilities approved by the Manager shall be limited, in respect to the matters contemplated by this provisoof each Member, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder Member’s share of the proceeds from the Applicable Sale, and (E) such Members shall indemnify not be required to enter into any non-compete agreement in connection with such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawApplicable Sale.

Drag Along Right. Notwithstanding (i) If at any other provision hereoftime and from time to time after the date of this Agreement Common Holders holding a majority of all shares of Common Stock then issued and outstanding (whether or not any or all of such shares are held separately or as part of Investment Units, the "Transferring Investors") wish to Transfer in a bona fide arm's-length sale for cash consideration all of the Common Stock (and, if prior to a Separation Event, the 4 7 Investment Units) held by the Transferring Investors to any Holder has Person or Persons who are not exercised its TagAffiliates of the Transferring Investors (for purposes of this Section 1(c), the "Proposed Transferee"), the Transferring Investors shall have the right (the "Drag-Along Right Right"), subject to applicable law and compliance with Section 1(a) with respect to the maximum number of Holder’s Shares for which such Holder is permitted Transfer, to require all (but not less than all) other Common Holders to sell, pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion1(c)(ii), such Holder shall sell to the respective Third Party Proposed Transferee all (but not less than all) of the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer shares of Common Stock have lapsed(and, equal if prior to a Separation Event, the Investment Units) then owned by such other Common Holders. Each Common Holder agrees to take all steps necessary to enable such Common Holder to comply with the provisions of this Section 1(c). (ii) To exercise a Drag-Along Right, the Transferring Investors shall give each other Common Holder and the Company a written notice (for purposes of this Section 1(c), a "Drag-Along Notice") containing (a) the aggregate number of shares of Common Stock (and, if prior to a Separation Event, the Investment Units) that the Proposed Transferee proposes to acquire from the Transferring Investors and the other Common Holders, (b) the name and address of the Proposed Transferee and (c) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Common Holder shall thereafter be obligated, subject to applicable law, to sell all (but not less than all) of its shares of Common Stock (and, if prior to a Separation Event, its Investment Units) as provided in such Drag-Along Notice, provided that the sale to the product Proposed Transferee is consummated within one hundred and twenty (120) days of (x) the total number of Holder’s Shares held by such Holder on the date delivery of the Drag-Along Notice (as defined below) and (y) Notice. If the Third Party Sale Percentagesale is not consummated within such 120-day period, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that then each such Common Holder shall not no longer be permitted obligated to sell any unvested such Common Holder’s Shares 's shares of Common Stock (provided or, if prior to a Separation Event, Investment Units) pursuant to that specific Drag-Along Right but shall remain subject to the Company may, in its sole discretion, accelerate the vesting provisions of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (Athis Section 1(c) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a subsequent Drag-Along Notice to such Holder shall indemnify such Holder for any such violationRights. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.(d)

Drag Along Right. Notwithstanding any other provision hereofIf the Principal Stockholder proposes to make a bona fide sale of its shares of Common Stock to a third party un-Affiliated with the Principal Stockholder (which may include another stockholder of the Company) in an amount equal to at least 10% of the Fully Diluted Shares (which amount shall be calculated based on the transaction in question or series of transactions related thereto), if any Holder has not exercised its Tagthe Principal Stockholder shall have the right (the "Drag-Along Right Right"), exercisable upon 15 days' prior written notice, to require the Employee to sell a corresponding percentage (as the percentage being sold by the Principal Stockholder) of the number of shares of Common Stock (or then exercisable options) held by the Employee to such third party upon terms no less favorable to the Employee than those that apply to the Principal Stockholder with respect to such third party sale (provided, that the maximum number of Holder’s Shares for which such Holder is permitted (consideration payable to the Employee pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect the sale of a Third Party Sale, then, upon stock option shall be the demand of any Selling Fortress Entity participating amount that would be payable for Common Stock in such Third Party Sale third party sale minus the exercise price of the option). For purposes of calculating such corresponding percentage, there shall be included in such calculation (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer i) shares of Common Stock have lapsedissuable pursuant to options which are then exercisable in accordance with the Plan that are in-the-money, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (yii) shares of Common Stock. The Employee hereby agrees to cooperate with the Third Party Sale Percentage, at the same price Principal Stockholder and on the same terms to take any and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be all action reasonably required to make in connection with the Third Party Sale is a representation consummation of such third party sale. Without limiting the foregoing, at the closing of any sale under this Section 2.5, the Employee shall deliver certificates representing the shares of Common Stock and warranty with respect to such Holder’s own ownership of agreements representing the Holder’s Shares options to be sold sold, duly endorsed or assigned for transfer and accompanied by it all requisite stock transfer taxes, and its ability to convey title thereto the Employee shall represent and warrant that he/she is the beneficial owner of such shares and options free and clear of liensany Encumbrances, encumbrances with full authority and adverse claims and (B) the liability of power to transfer such Holder with respect to any representation and warranty shares. All Transfers made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel 2.5 shall, if so requested by Jupiter, be subject to the effect that the Third Party Sale is not in violation provisions of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect Section 3 (Transferees Subject to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawAgreement).

Drag Along Right. Notwithstanding (a) If any group of Stockholders composed of TCI Sub and any other provision hereof, if two Stockholders (which may include any Holder has not exercised its Tag-Along Right with respect Electing Stockholders) (so long as such Stockholders are Eligible Stockholders and neither of such Stockholders is a member of the same Stockholder Group as the other such Stockholder or as TCI Sub) (a "Dragging Control Block Group") proposes to effect ---------------------------- a Control Block Sale, such Control Block Group shall have the right (the "Drag- ----- Along Right") to require each remaining Stockholder (a "Drag-Along Stockholder") ----------- ---------------------- to sell in such transaction an amount of Company Securities beneficially owned by such Drag-Along Stockholder's Stockholder Group equal to (x) the maximum number of Holder’s Shares for Company Securities proposed to be purchased in the Control Block Sale multiplied by (y) a fraction, the numerator of which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party be the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held Company Securities beneficially owned by such Holder on the date of the Drag-Along Notice Stockholder's Stockholder Group and the denominator of which shall be the sum of (i) the number of Company Securities beneficially owned by the Dragging Control Block Group plus (ii) the number of Company Securities beneficially owned by the Stockholder Groups of each Drag-Along Stockholder (as defined below), in each case determined prior to such Control Block Sale and determined on an as converted into shares of Series A Common Stock basis (such number of shares which is the product of the immediately preceding clauses (x) and (y) ), the Third Party "Dragged Shares"), subject to the provisions of this Section 4.6. If the -------------- Dragging Control Block Group elects to exercise its right to require the Drag- Along Stockholders to participate in such a Control Block Sale Percentageas provided in this Section 4.6, at then the same price Dragging Control Block Group shall provide written notice thereof to each Drag-Along Stockholder (the "Drag-Along Notice"), which ----------------- notice shall include the amount and on type of the same terms direct and conditions as such Selling Fortress Entity has agreed indirect consideration to with such Third Party; providedbe paid to the Dragging Control Block Group (which, howeverto the extent applicable, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required determined in accordance with the procedures specified in Section 4.6(b)), the form of acquisition agreement the Dragging Control Block Group is prepared to make enter into in connection with the Third Party such Control Block Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any all other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawmaterial terms thereof.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect (a) Subject to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not and without limiting the restrictions on Transfer of Common Stock have lapseddescribed in Section 6.04, equal and only to the product extent Buyer has not exercised (or is deemed to have waived its right to exercise) its tag-along rights pursuant to Section 6.05, if Seller desires or intends to sell, assign, Transfer or otherwise convey, directly or indirectly, all (but not less than all) of its interest in the Joint Assets, to a Third Party (xwhether through a marketed sales process, pursuant to a negotiated offer or otherwise), then Seller shall be entitled to exercise drag-along rights to require Buyer to participate in such Transfer for all (but not less than all) of Buyer’s interest in the total number of Holder’s Shares held by such Holder on Joint Assets (the date of “Dragged Interest”) as provided in this Section 6.06 (and expressly subject to the limitations in Section 6.06(c)) (a “Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed Sale”). If Seller intends to proceed with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice Sale, Seller may exercise its drag-along rights by delivering to such Holder Buyer a written notice (a “Drag Notice”) which shall indemnify such Holder for any such violation. If (i) identify the proposed Third Party Sale is transferee, (ii) include such Third Party transferee’s bona fide allocation of value among Seller’s and Buyer’s respective interest in the form Joint Assets, (iii) specify the anticipated date on which such proposed sale shall take place, and (iv) describe the material terms and conditions of the proposed sale (including, without limitation, the offer price; allocation of liabilities; indemnification thresholds and deductibles; and descriptions of the representations, warranties, defect mechanisms and termination rights). Seller will use commercially reasonable efforts to cause the proposed transferee to propose a merger transactionpurchase price that includes Seller’s and Buyer’s respective interest in the Joint Assets described in the Drag Notice and a bona fide allocation of value between the Seller’s and Buyer’s respective interest, each Holder agrees on the one hand, and all other assets of Seller (if any) included in the transaction subject to vote its Holder’s Shares in favor of a Drag Notice, on the other hand. Neither Party shall intentionally interfere with such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawbona fide allocation.

Drag Along Right. Notwithstanding In the event the holders of a majority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person, or to cause the Company to merge with or into or consolidate with any Person (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), the Optionee, including any Permitted Transferees, shall be obligated to and shall (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of the Optionee’s or his or her Permitted Transferee’s Issued Shares that presently or as a result of any such transaction may be acquired upon the exercise of options or other convertible securities (following the payment of the exercise price therefor, as applicable)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); (b) if such transaction requires stockholder approval, with respect to all his or her Issued Shares (including for this purpose all of the Optionee’s or his or her Permitted Transferee’s Issued Shares that presently or as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) which he or she owns or over which he or she otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all such Issued Shares in favor of, and adopt, such Sale (together with any related amendment to the Company’s certificate of incorporation required in order to implement such Sale) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale; (c) execute and deliver all related documentation and take such other action in support of the Sale as shall reasonably be requested by the Company, the Buyer or the Majority Shareholders in order to carry out the terms and provision hereofof this Section 11, if including without limitation executing and delivering instruments of conveyance and transfer, and any Holder has purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), shareholder release and any similar or related documents; (d) not exercised its Tag-Along Right to deposit, and to cause his or her Affiliates (including Permitted Transferee’s and their Affiliates) not to deposit, except as provided in this Agreement, any Issued Shares owned by such party or Affiliate in a voting trust or subject any Issued Shares to any arrangement or agreement with respect to the maximum number voting of Holder’s such Issued Shares, unless specifically requested to do so by the Buyer in connection with the Sale; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale; (f) if the consideration to be paid in exchange for the Issued Shares for which such Holder is permitted (pursuant to this Section 2(b)(ii)(B11 includes any securities and the applicable purchaser reasonably requests, enter into a shareholders and other voting agreement relating to such securities; and (g) aboveif the consideration to be paid in exchange for the Issued Shares pursuant to this Section 11 includes any securities and due receipt thereof by the Optionee (or any Permitted Transferee) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of would require under applicable law (x) the total number registration or qualification of Holder’s such securities or of any Person as a broker or dealer or agent with respect to such securities or (y) the provision to the Optionee (or Permitted Transferee) of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Act, the Company may cause to be paid to the Optionee (or Permitted Transferee) in lieu thereof, against surrender of the Issued Shares held which would have otherwise been sold by such Holder on the Optionee (or Permitted Transferee), an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which the Optionee (or Permitted Transferee) would otherwise receive as of the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability issuance of such Holder with respect to any representation and warranty made securities in connection with exchange for the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to Issued Shares. The obligations under this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not 11 shall terminate in violation of applicable federal and state securities or other laws or, if such Holder is not provided accordance with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSection 14(a).

Drag Along Right. Notwithstanding any other provision hereof(a) Subject to Section 3.2 and Section 3.4, if any Holder has Investors with a majority of the Investor Percentage Interest (the “Dragging Investors”) propose to consummate a Liquidity Event involving a third party that is not exercised its Tag-Along Right with respect to the maximum number an Investor or Affiliate of Holder’s Shares for which such Holder is permitted an Investor (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a “Drag Third Party SalePurchaser”) in exchange for cash and/or freely transferable and marketable Securities (such a transaction, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the a “Drag-Along Notice (as defined below) Sale”), then such Dragging Investors shall have the right to require each Investor and (y) the Third Party each Management Equity Holder to include its Common Shares in such Drag-Along Sale Percentage, at the same price and/or vote its Common Shares and take any other actions in furtherance thereof on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited applicable to the amount of proceeds actually received Dragging Investors, including by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in waiving any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities appraisal or other laws or, if such Holder is not provided with an opinion similar rights with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice Sale and executing any action by written consent of the Investors and the Management Equity Holders. Such right shall be exercisable by written notice (a “Buyout Notice”) given to each Investor and Management Equity Holder other than the Dragging Investors that shall state (i) that such Dragging Investors propose to effect the Drag-Along Sale to such Drag Third Party Purchaser, (ii) the name of the Drag Third Party Purchaser, and (iii) the purchase price the Drag Third Party Purchaser is paying for the Common Shares and that shall include a copy of any definitive agreements in connection with such Drag-Along Sale. Each such Investor and Management Equity Holder agrees that, upon receipt of a Buyout Notice, such Investor or Management Equity Holder shall indemnify such Holder be obligated to sell all of its Common Shares for any such violation. If the Third Party Sale is purchase price set forth in the form Buyout Notice (on the same price and with the same (but proportionate) amount of a merger transaction, each Holder agrees consideration or choice of consideration given to vote its Holder’s Shares in favor all other Investors) and on the other terms and subject to the conditions of such merger transaction (and not otherwise take all reasonably necessary action to exercise any rights cause consummation of appraisal or dissent afforded under applicable lawthe proposed transaction).

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect anything to the maximum number of Holder’s Shares for which such Holder is permitted contrary set forth in this Agreement, REIT LP shall have the right to deliver a notice (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-a “Drag Along Right Notice”), in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s its sole discretion), such Holder shall sell to the respective Third Party Potential Participating Members electing to require the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Potential Participating Members to Transfer of Common Stock have lapsed, their entire Membership Interests to any Purchaser for a purchase price equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice Purchase Price (as defined below) and (y) otherwise on the Third Party Sale Percentageterms and conditions pursuant to which the REIT LP shall Transfer its entire Membership Interests to the same Purchaser pursuant to Article 21(a). If the REIT LP shall deliver a Drag Along Notice, then the Potential Participating Members shall be obligated to Transfer its Membership Interests as and when required by the REIT LP in accordance with this Article or, at the same price and on REIT LP’s election, the REIT LP may deliver one or more deeds (and/or other instruments of conveyance) to the Company’s assets or otherwise structure such Transfer as an asset sale rather than a sale of Membership Interests, provided that any asset sale shall not prejudice the Potential Participating Members. The “Drag-Along Purchase Price” shall be calculated in the same terms and conditions manner as such Selling Fortress Entity has agreed the calculation of the amount payable to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make Potential Participating Members in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership Transfer of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder Potential Participating Members’ interest in accordance with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited Article 21(a). Notwithstanding anything herein to the amount of proceeds actually received by such Holder contrary, in the Third Party Sale; provided further, that event any proposed Transfer by the REIT LP is not to a Holder shall not be obligated to participate in any Third Party Sale third party purchaser pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel a bona fide purchase and sale offer, then the REIT LP shall have no right to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered deliver a Drag-Drag Along Notice to such Holder shall indemnify such Holder for any such violationthe Potential Participating Members. If Anything to the Third Party Sale is contrary set forth herein notwithstanding, in the form event that a Drag Along Notice is delivered and the proposed sale transaction is consummated, all of the net proceeds generated by the sale of the interests of the REIT LP and the Potential Participating Members shall be distributed in accordance with the provisions of Article 11 of this Agreement. In no event however will any of the Potential Participating Member’s Principals or any of their Affiliates be subjected to any personal liability as part of any transaction that is the subject of a merger transactionDrag Along Notice, each Holder agrees other than if requested by the Purchaser to vote its Holder’s Shares in favor provide personal indemnification from one or more of the Potential Participating Member Principals for the breach of any representations (i) regarding their authority to enter into any transaction documents to effectuate a sale of their Membership Interests, or (ii) regarding their ownership of such merger and not to exercise interests and/or the lack of any rights of appraisal or dissent afforded under applicable lawencumbrances thereon.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect If holders of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date majority of the Drag-Along Notice outstanding class B common stock of the Company (the “Class B Majority”) consent to engage in the Sale of the Company (as defined below), then the Class B Majority shall have the right to require all of the remaining stockholders of the Company (the “Remaining Stockholders”) to participate in such Sale of the Company on a pro rata basis and (y) the Third Party Sale Percentage, at the same price and otherwise on the same terms and conditions as such Selling Fortress Entity has those agreed to by the Class B Majority (“Drag-Along Rights”). If the Class B Majority elect to exercise their Drag-Along Rights in connection with such Third Party; provideda transaction, howeverthey shall deliver, that or instruct the Company to deliver, a notice to each such Holder Remaining Stockholder (“Drag-Along Notice”), setting forth the terms of the transaction, including the proposed closing date for its consummation, which shall not be permitted to sell any unvested Holder’s Shares less than twenty (provided that 20) days from the Company maydate of such Drag-Along Notice, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be all documents required to make be executed by each Remaining Stockholder in connection with order to consummate such transaction. Each Remaining Stockholder shall deliver to the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership Class B Majority, within ten (10) days of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability receipt of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability Drag-Along Notice, a countersigned copy of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice and all such other documents previously furnished to such Holder shall indemnify Remaining Stockholder for execution in connection with such Holder for any such violationtransaction. If any Remaining Stockholder fails to execute and deliver such Drag-Along Notice and other documents within such ten-day period, then any officer of the Third Party Sale is in Company shall have the form authority to execute such Drag-Along Notice and other documents on behalf of such Remaining Stockholder, and the provisions of this Section 12 shall constitute the granting to such officer of a merger transactionpower of attorney on behalf of such Remaining Stockholder to execute and deliver any and all such documents. The Class B Majority shall cause to be remitted to each Remaining Stockholder the proceeds of such Sale of the Company attributable to the Remaining Stockholder’s shares of common stock on the closing date of such sale. Each Remaining Stockholder hereby irrevocably and unconditionally waives, each Holder and agrees to vote its Holder’s Shares in favor of such merger cause to be waived and not to prevent the exercise of, any rights of appraisal appraisal, any dissenters’ rights and any similar rights relating to the Sale of the Company or dissent afforded under applicable lawany related transaction that such Remaining Stockholder or any other person may have by virtue of, or with respect to, any shares of Company common stock owned by the Remaining Stockholder. For purposes of this Section 12, “Sale of the Company” shall mean each of the following events: (a) merger or consolidation in which (i) the Company is a constituent party or (ii) a subsidiary of the Company is a constituent party and the Company issues shares of its common stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of common stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for common stock that represents, immediately following such merger or consolidation, at least a majority, by voting power, of (1) the surviving or resulting company; or (2) if the surviving or resulting company is a wholly owned subsidiary of another company immediately following such merger or consolidation, the parent company of such surviving or resulting company (provided that, for the purpose of this Subsection (a), all Common Stock issuable upon exercise of options outstanding immediately prior to such merger or consolidation or upon conversion of convertible securities outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding Common Units are converted or exchanged); (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all or a significant portion of the assets of the Company and its subsidiaries, taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one (1) or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.

Drag Along Right. Notwithstanding a. At any time following the earliest to occur of (X) prior to the Initial Two Year Period or a Material Governance Event, if MM and Orgenesis approve a Sale of the Company or (Y) (i) after the end of the Initial Two Year Period or (ii) after the occurrence of a Material Governance Event, if MM or the Board by Supermajority Vote approves a Sale of the Company (an “Approved Sale”), then MM or the Company (with the consent of MM) may give written notice to the Members of an Approved Sale, which notice shall be delivered at least five Business Days prior to such Approved Sale and shall include the material terms of such Approved Sale, including the terms and structure (including, without limitation, merger, Transfer of Units, sale of assets and sale of any Subsidiaries of the Company) of such Approved Sale (the “Sale Request”). Each Member agrees not to directly or indirectly, without the prior written consent of the Company, disclose to any other provision hereofPerson any confidential information related to the Sale Request or an Approved Sale, if other than disclosures to such Member’s directors, officers, representatives, agents, legal counsel and employees or as otherwise required by law. In connection with an Approved Sale, (A) each Member shall be obligated to and agrees that, in such Member’s capacity as a member of the Company, such Member will vote, or grant proxies relating to such Units to vote, all of such Member’s Units in favor of, consent to, raise no objections to, and waive any Holder has not exercised its Tag-Along Right dissenters, appraisal or similar rights with respect to, such Approved Sale and will not exercise any right to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right dissent or seek appraisal rights in respect of a Third Party such Approved Sale, then(B) each Member shall take all actions which the Board by a Supermajority Vote or MM xxxxx xecessary or advisable in the sole judgment the Board (by a Supermajority Vote) or MM in connection with the consummation of such Approved Sale, upon including executing, delivering and agreeing to be bound by the demand terms of any Selling Fortress Entity participating in agreement related to such Third Party Approved Sale and any other agreement, instrument or certificates necessary to effectuate such Approved Sale, and including appointing a representative to administer the transactions on behalf of all of the Members, (in each C) if such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, Approved Sale is structured as applicable), whether or not the restrictions on a Transfer of Common Stock have lapsedUnits, equal each Member will agree to Transfer its Units and shall deliver at the product closing of (x) the total number such Approved Sale its Units, free and clear of Holder’s Shares held by such Holder all claims, liens and encumbrances, on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as approved by the Board by a Supermajority Vote or MM (it being understood and agreed that each Member will only be obligated to Transfer the same percentage of its Units on an As-Converted Basis as the percentage of Units on an As-Converted Basis proposed to be Transferred in such Selling Fortress Entity has agreed to Approved Sale), and (D) each Member shall pay such Member’s pro rata share of the costs and expenses incurred in connection with such Third Party; provided, however, that each Approved Sale to the extent such Holder shall costs and expenses are incurred for the benefit of the Member and are not otherwise paid by the Company. Costs incurred by any Member on its own behalf will not be permitted considered costs of an Approved Sale. Without limiting the foregoing, each Member agrees that, in connection with an Approved Sale, such Member will (i) make such representations, warranties and covenants as MM agrees to sell any unvested Holder’s Shares make or provide or as requested by the Board by a Supermajority Vote and (ii) agree to provide severally (not jointly) and on a pro rata basis (based upon the consideration to be received by such Member in connection with an Approved Sale) such indemnification, purchase price adjustments and holdbacks as MM agrees to provide or as requested by the Board by a Supermajority Vote (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder each Member shall be required responsible for all obligations that relate specifically to make in connection with the Third Party Sale is a representation and warranty such Member such as indemnification with respect to representations and warranties given by a Member regarding such HolderMember’s own title to and ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawUnits).

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect event the holders of a Third Party Salemajority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, thento any non-Affiliate(s) of the Company or any of the Majority Shareholders, upon or to cause the demand Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any Selling Fortress Entity participating in such Third Party Sale of the Majority Shareholders (in each such entity’s sole discretioncase, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), such Holder the Grantee, including any of his or her successors as contemplated herein, shall sell be obligated to and shall upon the written request of a Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the respective Third Party the number of whole Holder’s Buyer, his or her Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and conditions the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such Selling Fortress Entity has agreed instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 5. Notwithstanding the foregoing, in connection with any Sale the Grantee shall not be required to make any representations and warranties other than (i) representations and warranties as to the title of his Shares and his power, authority and right to enter into the Sale without contravention of law or contract and (ii) such Third Partyrepresentations and warranties concerning the Company as the Majority Shareholders shall make; provided, however, that each any liability for any breach thereof shall be borne by the Grantee on a pro rata basis based upon the consideration in respect of his Shares received by the Grantee and shall not exceed the amount of such Holder consideration received by the Grantee. Further, notwithstanding the foregoing, Grantee shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make execute any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents containing terms applicable to the Grantee that are different in connection with any material respect from the Third Party Sale is a representation terms applicable to the Majority Shareholders (after due adjustment for the relative rights and warranty with respect to such Holder’s own ownership preferences of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder as provided in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to Company’s charter). The obligations under this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not 5 shall terminate in violation of applicable federal and state securities or other laws or, if such Holder is not provided accordance with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSection 11(b).

Drag Along Right. Notwithstanding (i) If CHP IV and/or one or more Permitted CHP Transferees proposes to transfer, in a single transaction or a series of related transactions (to the same purchaser or affiliated purchasers), more than 50% of the Shares (assuming the conversion of any convertible securities or the exercise of any option, warrant or any other provision hereofsimilar right in each case as may then be held by CHP IV or any Permitted CHP IV Transferee and in-the-money) owned by CHP IV and all Permitted CHP Transferees either as of the date hereof or, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwardsowned by CHP IV and all Permitted CHP Transferees as of the date of such proposed transfer has increased from the number thereof owned by them as of the date hereof, as applicableof the date of such transfer, in a bona fide transaction (but excluding a Permitted Transfer under Sections 5(a) and 5(b)) to one or more unaffiliated third parties (excluding a Permitted CHP Transferee or an Other Stockholder) (and regardless of whether such transfer is by means of a sale of such Shares, a merger of the Company in which such Shares are converted into the right to receive cash, or a sale of all or substantially all of the assets of the Company and a subsequent distribution of the proceeds therefrom), whether or not CHP IV and/or the restrictions Permitted CHP Transferees shall be entitled, by delivery of 30 days’ prior written notice to the Other Stockholders, specifying the name and address of the proposed parties to such transaction and the terms thereof, to require each such Other Stockholder to sell a number of the Shares held by it (plus any Rollover Options as may be necessary to account for Shares on Transfer the basis of Common Stock have lapsed, the Underlying Shares relating thereto) equal to the product of (x) the total outstanding number of Holder’s such Shares held plus the Underlying Shares owned by such Holder on the date Other Stockholder as of the Draglast day of such 30-Along Notice (as defined below) and day period, multiplied by (y) the Third Party Sale Percentagequotient determined by dividing (1) the outstanding number of Shares being transferred by CHP IV and/or the Permitted CHP Transferees and (2) the outstanding number of Shares owned by CHP IV and/or the Permitted CHP Transferees as of the last day of such 30-day period, at the same price and on upon the same terms as the terms on which CHP IV and/or the Permitted CHP Transferees are selling their Shares in the proposed transaction, and conditions such Other Stockholder shall comply and sell its Shares and its Rollover Options computed on the basis of the Underlying Shares relating thereto. The price for any Rollover Option (or portion thereof) being transferred under this Section 6(f) shall be the per Share price to be received by CHP IV or the Permitted CHP Transferee, as such Selling Fortress Entity has agreed to with such Third Party; providedthe case may be, howevernet of the exercise price therefor, that each such Holder shall not be permitted to sell any unvested Holder’s multiplied by the number of Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty for which such Holder shall Rollover Option (or portion thereof) may then be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawexercised.

Drag Along Right. Notwithstanding In the event the Members holding at least 85% of Voting Interests (the “Drag Along Holders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the Voting Interests, in each case in a transaction constituting a change in control of the Company, to any other provision hereofnon-Affiliate(s) of the Company or any of the Drag Along Holders, if or to cause the Company to merge with or into or consolidate with any Holder has not exercised its Tagnon-Affiliate(s) of the Company or any of the Drag Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale Holders (in each such entity’s sole discretioncase, the “Drag Along Buyer”) in a bona fide negotiated transaction (a “Drag Along Sale”), such Holder each of the Members, including any of its successors as contemplated herein, shall sell be obligated to and shall upon the written request of the Drag Along Holders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the respective Third Party Drag Along Buyer, its Interests on substantially the number same terms applicable to the Drag Along Holders; and (b) execute and deliver such instruments of whole Holder’s Shares (rounded upwards conveyance and transfer and take such other action, including voting such Interests, if applicable, in favor of any Drag Along Sale proposed by the Drag Along Holders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or downwardsrelated documents, as applicable)the Drag Along Holders or the Drag Along Buyer may reasonably require in order to carry out the terms and provisions of this Section 12.3, whether or not provided that NAV CANADA US Subsidiary shall have the restrictions on Transfer of Common Stock have lapsed, equal right to the product of (x) the total number of Holder’s Shares held by such Holder on the date of elect that NAV CANADA US Subsidiary Stockholder participate in the Drag-Along Notice Sale by selling its NAV CANADA US Subsidiary stock (as defined below) and (y) and/or the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting equity of any unvested Holderdirect or indirect corporate parent of NAV CANADA US Subsidiary whose only asset is ownership of NAV CANADA US Subsidiary) to the prospective buyer in lieu of a transfer of NAV CANADA US Subsidiary’s Shares); provided further that Interests thereto, and the purchase price payable by the prospective buyer for such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder NAV CANADA US Subsidiary stock shall be required equal to make the price that would have been payable in connection with the Third Party Drag Along Sale is a representation and warranty with respect to such HolderNAV CANADA US Subsidiary’s own ownership Interests. The obligations under this Section 12.3 shall terminate upon the occurrence of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the Holder’s Shares Company pursuant to be sold Article 10. *** Certain confidential information contained in this document, marked by it brackets, has been omitted and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection filed separately with the Third Party Sale is the several liability of such Holder (Securities and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale Exchange Commission pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion Rule 24b-2 of counsel to the effect that the Third Party Sale is not in violation Securities Exchange Act of applicable federal and state securities or other laws or1934, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violationas amended. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.74

Drag Along Right. Notwithstanding any other provision hereofPCTEL may, if any Holder has not exercised its Tag-Along Right with respect by written notice to the maximum number of Holder’s Shares for which such Holder is permitted Eclipse (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the “Drag-Along Notice (as defined below) and (y) the Third Party Sale PercentageNotice”), at the same price and require Eclipse to sell all of its Membership Interests to such third-party purchaser on the same terms and conditions as such Selling Fortress Entity has agreed substantially identical to with such Third Party; providedthose on which PCTEL will sell its Membership Interests, howeverand Eclipse shall vote for, that each such Holder shall not be permitted consent to sell any unvested Holder’s Shares (provided that and raise no objections against the Company mayApproved Sale. Not in limitation of the foregoing, in its sole discretionconnection with an Approved Sale, accelerate Eclipse agrees to take all steps necessary to comply, and to enable it to comply, with the vesting provisions of any unvested Holder’s Sharesthis Section 9.6(B)(i); provided further that , including without limitation the execution and delivery of appropriate instruments of transfer and such Selling Fortress Entity other agreements and instruments as may reasonably be required by the purchaser or PCTEL for the closing of the Approved Sale at such date and time as PCTEL shall use its reasonable, good faith efforts to provide that specify. In connection with an Approved Sale: (A1) the only representation and warranty which such Holder Eclipse shall be required to make in connection customary representations or warranties relating to (i) its own due incorporation and execution and delivery of the relevant agreements and instruments, (ii) the enforceability of such agreements and instruments against it, (iii) the absence of conflicts with the Third Party Sale is a representation agreements, laws and warranty with respect court and governmental orders applicable to such Holder’s own it, (iv) its ownership of the Holder’s Shares to be Membership Interests being sold by it and its ability to convey title thereto free and clear of liensall liens and encumbrances except those arising under this Agreement, encumbrances and adverse claims and (Bv) such other representations or warranties as are reasonably necessary in order to effect the liability transfer of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder Membership Interests contemplated thereby; (and not joint with any other person2) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder Eclipse shall not be obligated required to participate provide any indemnities except as provided in any Third Party Sale clause (3); (3) Eclipse may be required to execute and deliver the applicable purchase and sale agreements and in the event that a portion of the purchase price is required by the terms of such agreements to be placed in escrow or otherwise withheld to support purchase price adjustment obligations post-closing (including as it relates to indemnification required by the purchaser in a transaction for breaches of 44 * Confidential portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion a confidential treatment request in accordance with Rule 24b-2 promulgated under the Securities Exchange Act of counsel 1934, as amended. Redacted portions are indicated with “[****].” representations or warranties relating to the effect Company and/or the Membership Interests or assets sold), Eclipse will have a pro rata portion of its purchase price placed in such escrow or otherwise withheld to be utilized to pay any such purchase price adjustment and/or indemnification obligations; and (4) Eclipse shall not be required to agree to restrictive covenants that would materially impair its ability to conduct its business as conducted as of the Third Party Sale is not in violation date of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect this Agreement (exclusive of the activities of the Company). Eclipse hereby consents to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form appointment of a merger transactionmember representative by the Board for the purposes of all dealings with same and to the indemnification of such member representative for all actions taken in good faith in relation to same, each Holder all pursuant to a member representative agreement in a form approved by the Board in its reasonable discretion, which Eclipse agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawexecute promptly upon receipt.

Drag Along Right. Notwithstanding (a) If at any other provision hereoftime during a Marketing Period, if any Holder has not exercised its Tagthe Offerors (for the purposes of this Section 9.03, the “Drag-Along Right Sellers”) enter into a binding, definitive agreement complying with respect the terms of this Section 9.03 to Transfer all or substantially all of the maximum number of Holder’s Shares for which such Holder is permitted Units (pursuant to Section 2(b)(ii)(Bor Echo Shares) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale then outstanding (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of such Units (xor Echo Shares) the total number of Holder’s Shares are held by such Holder on the date of the Drag-Along Sellers) to a third party (the “Drag-Along Transferee”) in connection with a Company Sale that was treated as a ROFO Sale and for which the Drag-Along Sellers had included in the Offer Notice a statement that such ROFO Sale would be a Drag-Along Sale (whether structured as defined belowa sale of Units (or Echo Shares), merger or other business combination) and (a “Drag-Along Sale”), the Drag-Along Sellers may at their option require each other Member (each, a “Dragged Member”) to, (x) Transfer all (but not less than all) Units held by such Member (or Echo Shares, in the case Echo is the Dragged Member) to the Drag-Along Transferee for the same consideration (based on the pro rata Membership Percentages of the Members) and, (y) (1) vote such Dragged Member’s Units (and Echo Shares, in the Third Party case Echo is the Dragged Member) in favor thereof, and otherwise consent to and raise no objection to such Drag-Along Sale, and waive any dissenters’ rights, appraisal rights or similar rights that such Dragged Member may have in connection therewith and (2) be a party to the definitive agreement(s) governing the terms and conditions of such Drag-Along Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Partythe Drag-Along Sellers (except as provided in Section 9.03(c)); provided, howeverthat to the extent Echo is the Dragged Member, that each such Holder shall not the holders of Echo Shares will be permitted to sell any unvested Holder’s Shares (provided that the Company mayentitled, in its the sole discretiondiscretion of Echo, accelerate to substitute for the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares Units to be sold Transferred by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of Echo in such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder Sale all of Echo’s capital stock for any such violation. If the Third Party Sale is same consideration that would have otherwise been payable in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor respect of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawUnits.

Drag Along Right. Notwithstanding any other provision hereof(i) If CHP IV or a Permitted CHP Transferee proposes to transfer, if any Holder has not exercised its Tag-Along Right with respect in a single transaction or a series of related transactions (to the maximum same purchaser or affiliated purchasers), to any Person other than a Permitted CHP Transferee more than 50% of the Shares owned by CHP IV and all Permitted CHP Transferees (excluding a Permitted Transfer under Sections 5(a) and 5(b)) in a bona fide transaction to an unaffiliated third party (regardless of whether such disposition is by means of a sale of such Shares, a merger of the Company in which such Shares are converted into the right to receive cash, or a sale of all or substantially all of the assets of the Company and a subsequent distribution of the proceeds therefrom), CHP IV or the Permitted CHP Transferee shall be entitled, by delivery of 30 days’ prior written notice to the Other Stockholders, specifying the name and address of the proposed parties to such transaction and the terms thereof, to require each such Other Stockholder to sell a number of Holder’s the Shares held by it (plus any Rollover Options as may be necessary to account for which such Holder is permitted (pursuant to Section 2(b)(ii)(BShares on the basis of the Underlying Shares relating thereto) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total outstanding number of Holder’s such Shares held plus the Underlying Shares owned by such Holder on the date Other Stockholder as of the Draglast day of such 30-Along Notice (as defined below) and day period, multiplied by (y) the Third Party Sale Percentagequotient determined by dividing (1) the outstanding number of Shares being transferred by CHP IV or the Permitted CHP Transferee and (2) the outstanding number of Shares owned by CHP IV and all Permitted CHP Transferees as of the last day of such 30-day period, at the same price and on upon the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; providedCHP IV or the Permitted CHP Transferee, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that as the Company maycase may be, in the proposed transaction, and such Other Stockholder shall comply and sell its sole discretionShares and its Rollover Options computed on the basis of the Underlying Shares relating thereto. The price for any Rollover Option (or portion thereof) being transferred under this Section 6(f) shall be the per Share price to be received by CHP IV or the Permitted CHP Transferee, accelerate as the vesting case may be, net of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonablethe exercise price therefor, good faith efforts to provide that (A) multiplied by the only representation and warranty number of Shares for which such Holder shall Rollover Option (or portion thereof) may then be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawexercised.

Drag Along Right. Notwithstanding any other provision hereofIn the event that Stockholders holding 85% or more of the shares of the Restricted Securities covered by this Stockholders Agreement ("Supermajority Selling Stockholders"), if any Holder has not exercised its Tag-Along Right with respect desire to the maximum number sell 50% or more of Holder’s Shares for which such Holder is permitted their Restricted Securities to an unaffiliated third party (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a "Third Party SalePurchaser"), then, upon the demand of any Selling Fortress Entity participating in and such Third Party Sale (in Purchaser desires to purchase all of the outstanding shares of Restricted Securities covered by this Stockholders Agreement, each such entity’s sole discretion), such Holder shall Stockholder hereby agrees to sell 100% of their respective shares of Restricted Securities to the respective Third Party Purchaser at the price agreed upon by the Third Party Purchaser and the Supermajority Selling Stockholders; provided, that, (i) the Third Party Purchaser pays the same cash consideration for all of the Restricted Securities, (ii) such sale is made upon identical terms and conditions for all Stockholders, and (iii) the Supermajority Selling Stockholders notify each other Stockholder of their intention to sell and provide to each other Stockholder information regarding the number of whole Holder’s Shares (rounded upwards or downwardsshares being offered by the Supermajority Selling Stockholders, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held shares owned by such Holder on the date Supermajority Selling Stockholders, the terms and conditions, including price, of the Drag-Along Notice (as defined below) proposed sale, and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited material facts relating to the amount of proceeds actually received by such Holder in the Third Party Saleproposed sale; and provided further, that, in the event that a Holder shall not be obligated to participate in the sale of Restricted Securities of any Third Party Sale Stockholder pursuant to this Section 2(b)(iii) unless 4.01 would create a liability for such Holder is provided an opinion Stockholder under Section 16 of counsel to the effect Exchange Act, or in the event that the Third Party Sale is not such sale would be in violation of applicable any federal and and/or state securities law, such Stockholder may, at the sole discretion of such Stockholder, exclude the Restricted Securities of such Stockholder from the sale by presenting documentation or other laws or, if demonstrable materials to TechSys and the Supermajority Selling Stockholders that verifies that such Holder is not provided with an opinion with respect sale would create a liability or be in contravention to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable securities law.

Drag Along Right. Notwithstanding any other provision hereofIn the event that you become a Participating Stockholder Seller pursuant to Section 4.5 of the Stockholders Agreement, if any Holder has all Shares issuable in respect of vested “in the money” Options held by you whether or not exercised its Tag-Along Right (including any Options that would vest as a result of the consummation of the Change of Control Transaction) shall constitute Shares held by you for purposes of the calculation set forth in the first sentence of Section 4.5(a) of the Stockholders Agreement (provided, notwithstanding anything to the contrary in Section 4.5 of the Stockholders Agreement, you shall be required to exercise only the applicable “in the money” Options with respect to such Shares in accordance therewith). In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of event that (x) the total number of Holder’s consideration payable for Shares held by such Holder on the date to be sold pursuant to Section 4.5 of the Drag-Along Notice (as defined below) Stockholders Agreement includes securities and (y) applicable law would require the Third Party Sale Percentageprovision to you, at in your capacity as a Participating Stockholder Seller or Drag-Along Seller, as applicable, of any specified information regarding the same price and on Company or any of its parents or subsidiaries, such securities or the same terms and conditions issuer thereof that is not otherwise required to be provided for such Transfer pursuant to Section 4.5 of the Stockholders Agreement, then notwithstanding Section 4.5(f) of the Stockholders Agreement, you, in your capacity as a Participating Stockholder Seller or Drag-Along Seller, as applicable, shall have the right to sell Shares in such Selling Fortress Entity has agreed proposed Transfer pursuant to with such Third PartySection 4.5 of the Stockholders Agreement; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company maySponsor Investor Sellers shall have the right, but not the obligation, to cause to be paid to you, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered your capacity as a Drag-Along Notice to Seller, in lieu of such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is securities described in the form of a merger transactionpreceding sentence, each Holder agrees an amount in cash equal to vote its Holder’s Shares in favor the Fair Market Value of such merger Shares as of the date such securities otherwise would have been issued in exchange for such Shares. The Drag-Along Right of the Sponsors shall terminate upon the earlier to occur of (i) an IPO and (ii) a Liquidity Event. The Drag-Along Right of the Sponsors shall not include a right to exercise require you to sign a non-compete agreement (it being understood that any rights existing non-compete agreement then in effect between you and the Company or one of appraisal its parents or dissent afforded under subsidiaries shall not terminate solely as a result of such Transfer). Any unvested or “out-of-the money” vested Options shall be treated in accordance with the applicable lawaward agreement.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to (a) In the maximum number event that each of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(Bi) above) to exercise such Tag-Along Right in respect the holders of a Third Party majority of the shares of Common Stock (ii) a Preferred Majority ((i) and (ii) together, the “Selling Holders”) and (iii) the Board approve a Deemed Liquidation Event (as defined in the Restated Certificate) or a Stock Sale, thenthen (x) if such transaction requires stockholder approval, upon the demand of any Selling Fortress Entity participating in such Third Party Sale each Holder and Key Holder hereby agrees to vote (in each such entity’s sole discretion)person, such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards by proxy or downwardsby action by written consent, as applicable)) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Holder or Key Holder in favor of, whether and adopt, such Deemed Liquidation Event and to vote in opposition to any and all other proposals that could reasonably be expected to delay or not impair the restrictions on Transfer ability of Common the Company to consummate such Deemed Liquidation Event and (y) if there is a Stock have lapsedSale, equal to sell the product same proportion of (x) shares of capital stock of the total number of Holder’s Shares Company beneficially held by such Holder on or Key Holder as is being sold by the date of Selling Holders to the Drag-Along Notice (as defined below) and (y) person to whom the Third Party Sale PercentageSelling Holders propose to sell their Preferred Stock, at the same price and on the same terms and conditions as the Selling Holders, and in each case to execute and deliver all related documentation and take such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder other action in support of the Deemed Liquidation Event or Stock Sale as shall not reasonably be permitted to sell any unvested Holder’s Shares (provided that requested by the Company mayin order to carry out the terms and provision of this Section 3.3, in its sole discretionincluding without limitation executing and delivering instruments of conveyance and transfer, accelerate the vesting of and any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonablepurchase agreement, good faith efforts to provide that merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of impermissible liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other personencumbrances) and that any similar or related documents. The proceeds from such liability is limited to Deemed Liquidation or Stock Sale shall be distributed in accordance with Section 1.1 of Part B of Article IV of the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawRestated Certificate.

Drag Along Right. Notwithstanding (a) In connection with any other provision hereoftransaction or series of related transactions that results in any Person who is not an Affiliate of the Company prior to such transaction or series of transactions acquiring all, but not less than all, of the shares of Covered Stock held by the MDP Stockholders (the “MDP Sale Transaction”), the MDP Stockholders shall have the right to require each U.S. Situs Pritzker Stockholder (for the purposes of this Section 5, a “Dragged Stockholder”) to sell an equal percentage of such Dragged Stockholder’s shares of Covered Stock in such MDP Sale Transaction on the same terms, conditions and price per share of Covered Stock as those applicable to the MDP Stockholders (including, if any Holder has not exercised its Tag-Along Right applicable, by providing an indemnity with respect to breaches of representations, warranties or covenants regarding the financial condition, results of operations, assets or liabilities of the Company or otherwise with respect to the maximum number liabilities or operations of Holder’s Shares for which the Company, in each case to the extent agreed to by the MDP Stockholders; provided, that any such Holder is permitted indemnity will be subject to clause (pursuant to 3) of the last sentence of this Section 2(b)(ii)(B5(a)) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then(the “Drag Transaction”). In addition, upon the request of the MDP Stockholders, the Dragged Stockholders agree (i) to vote (and if applicable, cause each of its Affiliates to vote) in favor of such MDP Sale Transaction, (ii) to vote in opposition to any and all other proposals that could oppose, prevent, delay, or impair the Company’s ability to close such MDP Sale Transaction, (iii) not to deposit, or cause such Dragged Stockholder’s Affiliates to deposit any shares of Covered Stock in a voting trust or subject any such shares to any arrangement or agreement with respect to voting any such shares, unless the MDP Stockholders specifically request that that Dragged Stockholder or such Dragged Stockholder Affiliate do so in connection with such MDP Sale Transaction, and (iv) not to demand or exercise dissenter’s or appraisal rights under Section 262 of the Delaware General Corporation Law (or any Selling Fortress Entity participating successor provision thereto) or any other applicable law or contract for which dissenter’s or appraisal rights are available with respect to such MDP Sale Transaction. In the event that the MDP Stockholders exercise their rights pursuant to this Section 5, (1) no Dragged Stockholder will be obligated to pay more than its pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with such Third Party MDP Sale Transaction to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Company or the acquiring party (in each such entity’s expenses incurred by or on behalf of a stockholder for its sole discretionbenefit not being considered expenses incurred for the benefit of all stockholders), such Holder shall sell (2) any Dragged Stockholder Transferring Covered Stock pursuant to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party MDP Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder Transaction shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make any representations or warranties in connection with such Transfer, except as to (A) good and valid title to the Covered Stock being Transferred; (B) the absence of liens, with respect to the Covered Stock being Transferred; (C) its valid existence and good standing (if applicable); (D) the legal capacity and authority for, and validity, binding effect and enforceability of (as against such Dragged Stockholder), any agreement entered into by such Dragged Stockholder in connection with the Third Party Sale Transfer of such Covered Common Shares; (E) all required consents and approvals to the Dragged Stockholder’s Transfer of such Covered Stock having been obtained (excluding securities laws); and (F) the fact that no broker’s commission or finder’s fee is payable by the Dragged Stockholder as a representation and warranty with respect to such Holder’s own ownership result of the HolderDragged Stockholder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made conduct in connection with the Third Party Sale is Transfer of the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale Covered Stock pursuant to this Section 2(b)(iii5, and (3) unless such Holder is any indemnifications provided an opinion of counsel by the Dragged Stockholders will be on a several and not a joint basis (other than to the effect that the Third Party Sale is not in violation of applicable federal and state securities extent secured by an escrow fund or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawsimilar mechanism).

Drag Along Right. Notwithstanding any other provision hereof(a) If the Board approves a Sale of the Company (the "APPROVED SALE"), if any Holder has not exercised its Tag-Along Right with respect the Stockholders will consent to and raise no objections to the maximum number Approved Sale of Holder’s Shares for which such Holder the Company and (i) if the Approved Sale of the Company is permitted (pursuant structured as a sale of stock, the Stockholders will agree to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect sell all of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of their Common Stock have lapsed, equal and rights to the product of (x) the total number of Holder’s Shares held by such Holder acquire Common Stock on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions approved by the Board, (ii) if the Approved Sale of the Company is structured as such Selling Fortress Entity has agreed a merger, consolidation or other reorganization, the Stockholders will vote in favor thereof (to the extent they are entitled to vote) and will not exercise any dissenters' rights of appraisal they may have under Delaware law, and (iii) if the Approved Sale of the Company is structured as a sale of all or substantially all of the Company's consolidated assets, the Stockholders will vote in favor thereof (to the extent they are entitled to vote). The Stockholders will use their best efforts to cooperate in the Approved Sale of the Company and will take all necessary and desirable actions in connection with such Third Partythe consummation of the Approved Sale of the Company as are reasonably requested by the Board, including, but not limited to, the provision of representations and warranties or indemnifications; provided, however, provided that each such Holder the Stockholders shall not be permitted required to sell incur any unvested Holder’s Shares (provided that out-of-pocket expenses in connection with such Approved Sale of the Company may, in its sole discretion, accelerate which are not reimbursed by the vesting of any unvested Holder’s Shares)Company; and provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder no Stockholder shall be required to make provide substantively different representations and warranties or indemnification than any other Stockholder and that each Stockholder's obligations thereunder shall be several and limited to the proceeds received by such Stockholder in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Approved Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding any other provision hereofIn the event that you become a Participating Stockholder Seller pursuant to Section 4.5 of the Stockholders Agreement, if any Holder has all Shares issuable in respect of vested “in the money” Options held by you whether or not exercised its Tag-Along Right (including any Options that would vest as a result of the consummation of the Change of Control Transaction described in Section 4.5 of the Stockholders Agreement) shall constitute Shares held by you for purposes of the calculation set forth in the first sentence of Section 4.5(a) of the Stockholders Agreement (provided, notwithstanding anything to the contrary in Section 4.5 of the Stockholders Agreement, you shall be required to exercise only the applicable “in the money” Options with respect to such Shares in accordance therewith). In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of event that (x) the total number of Holder’s consideration payable for Shares held by such Holder on the date to be sold pursuant to Section 4.5 of the Drag-Along Notice (as defined below) Stockholders Agreement includes securities and (y) applicable law would require the Third Party Sale Percentageprovision to you, at in your capacity as a Participating Stockholder Seller or Drag-Along Seller, as applicable, of any specified information regarding the same price and on Company or any of its parents or subsidiaries, such securities or the same terms and conditions issuer thereof that is not otherwise required to be provided for such Transfer pursuant to Section 4.5 of the Stockholders Agreement, then notwithstanding Section 4.5(f) of the Stockholders Agreement, you, in your capacity as a Participating Stockholder Seller or Drag-Along Seller, as applicable, shall have the right to sell Shares in such Selling Fortress Entity has agreed proposed Transfer pursuant to with such Third PartySection 4.5 of the Stockholders Agreement; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company maySponsor Investor Sellers shall have the right, but not the obligation, to cause to be paid to you, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered your capacity as a Drag-Along Notice to Seller, in lieu of such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is securities described in the form of a merger transactionpreceding sentence, each Holder agrees an amount in cash equal to vote its Holder’s Shares in favor the Fair Market Value of such merger Shares as of the date such securities otherwise would have been issued in exchange for such Shares. The Drag-Along Right of the Sponsors shall terminate upon the earlier to occur of (i) an IPO and (ii) a Liquidity Event. The Drag-Along Right of the Sponsors shall not include a right to exercise require you to sign a non-compete agreement (it being understood that any rights existing non-compete agreement then in effect between you and the Company or one of appraisal its parents or dissent afforded under subsidiaries shall not terminate solely as a result of such Transfer). Any unvested or “out-of-the money” vested Options shall be treated in accordance with the applicable lawaward agreement.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its TagIf one or more Partners ("Drag-Along Right with respect Sellers") ---------------- ------------------ propose to the maximum number Transfer (and as a result of Holder’s Shares for such Transfer, a change in beneficial ownership of Interests would result) in a sale consummated in a single Transfer or a series of related Transfers to a single purchaser or a group of purchasers (which such Holder is permitted may include a Partner) (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag"Drag-Along Right in respect Buyer") all but not less than all of a Third Party Sale, then, upon ---------------- the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares Interests held by such Holder on the date of Sellers, and such Interests, together with all other Interests owned by the Drag-Along Notice Buyer and the Drag-Along Buyer's Affiliates (as defined belowon a fully diluted basis) and represent 65% or more of the then outstanding Interests, then such Drag-Along Sellers shall have the right (y"Drag-Along ---------- Right"), but not the obligation, to cause each of the other Partners ("Other ----- ----- Partners") the Third Party Sale Percentageto tender to Drag-Along Buyer for purchase, at the same price and on -------- the same terms and conditions as apply to such Selling Fortress Entity has agreed to with Drag-Along Sellers (including, without limitation, indemnification obligations and escrow requirements, if any), all of the Interests held by such Third PartyOther Partners; provided, however, that each such Holder the Drag-Along Sellers shall not have the Drag- Along Right if and only if Advanta Partners LP has consented thereto if Advanta Partners LP is an Eligible Partner and RMH Teleservices, Inc. has consented thereto if RMH Teleservices, Inc. is an Eligible Partner. A determination by the Drag-Along Sellers to exercise the Drag-Along Rights shall be permitted made based upon a written notice to sell do so ("Drag-Along Notice") executed by the Drag-Along Sellers ----------------- and delivered to the Board and all Partners. Each Drag-Along Notice shall set forth (i) the name of the Drag-Along Buyer to which the Drag-Along Sellers propose to Transfer Interests, (ii) the address of the Drag-Along Buyer, (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the Drag-Along Buyer, and any unvested Holder’s Shares other material terms pertaining to the Transfer (provided "Drag-Along Buyer Terms") and (iv) that the Company may, Drag-Along Buyer ---------------------- has been informed of the rights provided in its sole discretion, accelerate this Section 7.4 and has agreed to purchase Interests in accordance with the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder terms hereof. The Drag-Along Notice shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership given at least thirty (30) days before settlement of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear proposed Transfer. Upon the giving of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transactionNotice, each Holder agrees Other Partner shall be entitled and obligated to vote its Holder’s Shares in favor sell all of such merger and their Interests to Drag-Along Buyer on the Buyer Terms; neither the Sellers nor any Other Partner shall be obligated to consumate the sale of any Interests if the Buyer does not purchase all Interests which the Partners are entitled to exercise any rights of appraisal or dissent afforded under applicable lawsell pursuant thereto.

Drag Along Right. (a) Notwithstanding any other provision hereofanything to the contrary contained in this Agreement, so long as Vistra Member together with its Affiliates holds a Percentage Interest of at least fifty percent (50%), if any Holder has not exercised Vistra Member and its TagAffiliates (the “Dragging Member”) propose to Dispose of greater than 50% of the Units then owned by Vistra Member and its Affiliates to a Person (other than an Affiliate of Vistra Member) (whether such Disposition is by way of purchase, exchange, merger, other form of transaction or a Sale of the Company, a “Drag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party SaleTransaction”), then, upon request of the demand of any Selling Fortress Entity participating Dragging Member, the Managing Member (the “Drag-Along Notifying Party”) shall notify each other Member (each, a “Drag-Along Member”) in such Third Party Sale writing at least ten (in each such entity’s sole discretion), such Holder shall sell 10) days prior to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date consummation of the Drag-Along Notice Transaction. Such notice shall identify the proposed purchaser, the number and type of Units to be sold (as defined below) if applicable), the consideration offered and (y) the Third Party Sale Percentage, at the same price and on the same any other material terms and conditions as of the Drag-Along Transaction, in each case, to the extent then-known. If the Drag-Along Notifying Party delivers such Selling Fortress Entity has agreed to with notice: (i) each Drag-Along Member shall sell the Applicable Drag Percentage of the Units held by such Third Party; Drag-Along Member (provided, howeverthat, that if the Drag-Along Transaction constitutes a Sale of the Company, then each Class B Member shall sell all of its Class B Units), (ii) each Drag-Along Member shall be deemed to approve the proposed Drag-Along Transaction, (iii) to the extent any vote or consent to such Holder Drag-Along Transaction is required, each Drag-Along Member shall not vote for and consent to such Drag-Along Transaction (including on behalf of all of its Units and on behalf of all Units with respect to which such Drag-Along Member has the power to direct the voting) and shall waive any dissenters’ rights, appraisal rights or similar rights which such Drag-Along Member may have in connection therewith, (iv) no Drag-Along Member shall raise any objections to the proposed Drag-Along Transaction, (v) subject to clause (vi) below, each Drag-Along Member shall execute all documents reasonably required to effectuate such Drag-Along Transaction, as determined by the Drag-Along Notifying Party, and (vi) each Drag-Along Member shall be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts obligated to provide that (A) representations and warranties as are customary for transactions of the only representation and warranty which such Holder type, provided that no Drag-Along Member shall be required to make representations and warranties in connection with the Third Party Sale is a representation such Drag-Along Transaction other than customary representations and warranty warranties with respect to (I) such HolderDrag-Along Member’s own due organization, power and authority, (II) such Drag-Along Member’s ownership of the Holder’s Shares to be sold by it its Units and its ability to convey title thereto free freely Dispose such Units without Encumbrances (other than by reason of this Agreement), (III) non-contravention of such Drag-Along Member’s charter, bylaws or other organizational documents and clear non-contravention of liensLaws or judgments and (IV) the enforceable nature of such Drag-Along Member’s obligations under the documents for such sale to which it is a party, encumbrances subject to customary exceptions (collectively, the “Member Representations”), to the extent such Member Representations shall also be made by other Drag-Along Members and adverse claims the Dragging Member, and (B) covenants as are customary for transactions of the liability type (but not any non-competition, non-solicitation, or similar restrictive covenants other than customary confidentiality covenants). To the extent indemnification is required of such Holder with respect to any representation and warranty made the Drag-Along Members in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice Transaction, no Drag-Along Member will be required to be liable in respect of any indemnification provided in connection with such Holder shall indemnify such Holder Drag-Along Transaction (w) for any amount in excess of (I) such violationDrag-Along Member’s pro rata share (based upon the relative aggregate amounts of consideration received by such Drag-Along Member as compared to the aggregate amounts received by all Members participating in such Drag-Along Transaction) of such indemnified amount, or (II) the consideration received by such Drag-Along Member in such Drag-Along Transaction, (x) for the breach of any other Drag-Along Member’s Member Representations, (y) for the breach of the Dragging Member’s Member Representations (or pursuant to an escrow for representations and warranties of the Company), or (z) other than on a several (and not a joint and several) basis with other Drag-Along Members and Vistra Member. If Subject to the Third Party Sale is in the form of a merger transactionforegoing, each Holder agrees Drag-Along Member shall take all other actions reasonably necessary or desirable, as determined by the Drag-Along Notifying Party, to vote its Holder’s Shares in favor cause the consummation of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawthe Drag-Along Transaction on the terms proposed by the Drag-Along Notifying Party.

Drag Along Right. Notwithstanding any other provision hereofSubject to Section 4(d), if at any Holder has not exercised its Tagtime (i) during the Blockout Period, the Principal Investors acting together or a Principal Investor if at such time there exists only one Principal Investor, or (ii) following the Blockout Period, any Investors owning, in the aggregate, at least 50% of the then outstanding Shares, (in the case of either (i) and (ii), collectively, the "DRAG-ALONG SELLERS") propose a sale to any Independent Third Party (a "DRAG-ALONG TRANSFEREE") in a bona fide arm's length transaction or series of transactions (including pursuant to a purchase agreement, tender offer, merger or other business combination transaction or otherwise) of all of the Shares such Drag-Along Right with respect Sellers own (an "EXIT SALE"), then the Drag-Along Sellers may elect to require each other Investor to sell all, but not less than all, of such other Investor's Shares, as a part of the Exit Sale to such Drag-Along Transferee, at the purchase price and upon the terms and subject to the maximum number conditions of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Exit Sale (all of which shall be set forth in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined belowhereinafter defined) and (y) the Third Party may also require each other Investor to vote in favor of such Exit Sale Percentage, at or act by written consent approving the same price with respect to all Shares owned by such Investor, as necessary or desirable to authorize, approve and on adopt the same terms and conditions as Exit Sale. In the event that any Investor shall fail to vote the Shares held by it in favor of the Exit Sale, such Selling Fortress Entity has agreed Investor shall, upon such failure to with so vote, be deemed immediately to have granted the Drag-Along Sellers a proxy to vote such Third Party; provided, however, Investor's Shares in favor of the Exit Sale. Such Investor acknowledges that each such Holder shall not be permitted proxy granted hereby, including any successive proxy, if necessary, is being given to sell any unvested Holder’s Shares (provided that secure the Company mayperformance of an obligation hereunder, in its sole discretionis coupled with an interest, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required irrevocable until such obligation is performed. Without limiting the foregoing, if an Exit Sale or an AMC Sale involving a sale of the entire Company or all or substantially all of its assets to make an Independent Third Party requires the approval of the Company's stockholders, each Investor shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation. In the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, event that a Holder shall not be obligated to participate in any Third Party Sale sale is proposed pursuant to this Section 2(b)(iii) unless such Holder is 4, all outstanding proposals to Transfer Shares shall immediately be withdrawn and no Transfer of Shares shall be consummated until the expiration of the time period provided an opinion of counsel to the effect that the Third Party Sale is not for in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSection 4(e).

Drag Along Right. Notwithstanding any In the event that the General Partner and the holders of a majority of the voting power of all outstanding capital stock of PubCo entitled to vote thereon approve a Qualified Transaction (the “Approved Qualified Transaction”), each other provision hereofPartner (each, if any Holder has not exercised its Taga “Required Partner”) agrees to Transfer all of such Required Partner’s Units in connection with such Approved Qualified Transaction (the “Drag-Along Right Right”) for an amount of consideration per Unit and corresponding Class B Common Share equal (before taking into account any rights such Required Partner may have under the Tax Receivable Agreement) to the amount of consideration to be received per Class A Common Share by the holders thereof (the “Drag Price”), and otherwise with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and Units on the same terms and conditions as apply to the Class A Common Shares in such Selling Fortress Entity has agreed to Approved Qualified Transaction, with such Third Party; providedmodifications as are appropriate, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, as determined in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts by the General Partner, solely to provide reflect the fact that (A) Units and corresponding Class B Common Shares rather than Class A Common Shares will be Transferred in the only representation and warranty which first instance by such Holder shall be required to make Partner. Any Transfer effected in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership Drag-Along Right shall be structured in the sole discretion of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liensGeneral Partner and, encumbrances and adverse claims and (B) the liability of such Holder with respect without limitation to any representation other structure, the General Partner will use its reasonable best efforts expeditiously and warranty made in connection with good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated Partners to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel Approved Qualified Transaction to the effect same extent or on an economically equivalent basis as the holders of Class A Common Shares without discrimination; provided that, without limiting the generality of this sentence, the General Partner will use its reasonable best efforts expeditiously and in good faith to ensure that the Third Party Sale is not such Partners may participate in violation of applicable federal each such Approved Qualified Transaction without being required to have their Common Units and state securities or other laws Class B Common Shares redeemed (or, if so required, to ensure that any such Holder is not provided with an opinion with respect redemption shall be effective only upon, and shall be conditional upon, the closing of such Approved Qualified Transaction, or, as applicable, to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice extent necessary to such Holder shall indemnify such Holder for any such violation. If exchange the Third Party Sale is in the form number of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawCommon Units being repurchased).