Common use of Drag Along Right Clause in Contracts

Drag Along Right. (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 Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Sale.

Drag Along Right. (a) In the event that RN If a Stockholder (for so long as such Stockholder owns proposes to Transfer to any Purchaser a number of shares of Stock which represents at least twenty-five percent (25%) a majority of the then outstanding shares of Voting StockCommon Stock on a fully-diluted basis (the "Transferred Shares") and MTVN then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (for so long each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as such Stockholder owns at least twenty-five percent (25%) Drag Along Shares exceeds the percentage of the then outstanding shares of Voting Stock) (for purposes of this Section 3.06Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, eachDrag Along Seller, an “Original Stockholder”) shall have jointly entered into an agreement with any Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitledshall, at its optionsole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to require each such Drag Along 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”which acceptance shall not be unreasonably withheld or delayed). The Drag-Along Right Such fairness opinion shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), confirm that the terms of the Drag-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 Sale are fair to the Drag-Drag Along Purchaser on the Drag-Along Terms at Stockholders from a price equal to the product financial point of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06view. (b) Notwithstanding the foregoing, a The Drag Along Party will not be required Seller shall deliver to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock each Drag Along Stockholder written notice (the “Proposed Sale”"Drag Along Notice") unless (iof any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Party shall not Seller, the number of shares to be liable for sold by each Drag Along Stockholder, and the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company terms and (ii) the liability for indemnificationconditions, if any, of such transaction. Pending consummation of the Drag Along Party Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the Proposed proposed timing for the Drag Along Sale and for any other material developments in connection therewith. The Drag Along Sale shall be on the inaccuracy same terms and conditions as the sale of any the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties made as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Company Drag Along Seller or the Drag Along Stockholder in connection accordance with such Proposed Salethe provisions of this Section 6 shall have been completed, is several and not joint the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with any other Person, and is pro rata in proportion the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the amount of Drag Along Stockholder the consideration paid with respect to the Original Stockholders and any other Drag Along Parties Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in the Proposed Saleeffect for any subsequent proposed sale.

Drag Along Right. (a) In If a Non-Selling Party shall not have fully exercised its right to purchase the event that RN Stockholder Right of Offer Shares pursuant to Section 2.4, the Selling Party shall have the right (for so long as such Stockholder owns at least twenty-five percent (25%but not the obligation) to require all or any of the then outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twentyNon-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 Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock Selling Parties (the “Drag-Along PartySellers”) to include all Transfer the number of its Voting Stock in Drag-Along Securities held by such sale Drag-Along Seller to a purchaser (the “Drag-Drag Along RightTransferee”). The Drag-Along Right shall be exercised ) contemporaneously with the Transfer of Equity Securities by the Selling Party by delivery of a written notice (the a “Drag-Along Notice”) to the Drag-Along Party, at least Sellers no later than thirty (30) days prior to the closing of the proposed Transfer, of the identity of the thereof. The Drag-Along Purchaser, Notice shall set forth: (1) the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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 such offer, including the proposed Transfer (name and address of and the “per Drag-Along Terms”). The Security purchase price offered by the Drag-Along Party shall be obligated to sell all Transferee and (2) the anticipated time, date and place of its Voting Stock the closing of such Transfer to the Drag-Along Purchaser on Transferee. The number of “Drag-Along Securities” for each Drag-Along Seller shall equal that number determined by multiplying the number of Equity Securities then held by such Drag-Along Seller by the quotient equal to the number of Equity Securities to be Transferred to the Drag-Along Terms at a price equal to Transferee by the product Selling Party divided by the number of (x) Equity Securities then held by the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicableSelling Party. At the closing each Drag-Along Seller shall Transfer its Drag-Along Securities on the same terms and conditions applicable to the Equity Securities proposed to be sold by the Selling Party. (b) Each Drag-Along Seller shall, if requested by the Selling Party, execute and deliver a custody agreement and power of such Transfer (which anticipated date, place attorney in form and time shall substance satisfactory to the Selling Party with respect to the Equity Securities that are to be designated included in the Drag-Along Terms)Transfer. The custody agreement and power of attorney will provide, the among other things, that such Drag-Along Party Seller shall deliver an assignment to and deposit in custody with the custodian and attorney-in-fact, named therein, a certificate or certificates representing such Equity Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly endorsed stock powers in blank) and irrevocably appoint the custodian and attorney-in-fact as such Drag-Along Seller’s agent and attorney-in-fact with full power to act under a custody agreement transferring all and power of its Voting Stock, duly executed, free and clear attorney on behalf of any Liens, against delivery of such Drag-Along Seller with respect to the purchase price thereformatters specified therein. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding Drag-Along Seller agrees that it will execute such other agreements as the foregoing, a Drag Along Selling Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person may reasonably request in connection with the Proposed Saleconsummation of a Drag-Along Transfer and Drag-Along Notice and the transactions contemplated thereby, other than the Company and (ii) the liability for indemnificationincluding, if anywithout limitation, any purchase agreement, proxies, written consents in lieu of such Drag Along Party in the Proposed Sale and for the inaccuracy meetings or waiver of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Saleappraisal rights.

Drag Along Right. (a) 11.1 In the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) Parties holding greater than 50% of the then outstanding shares Shares desire to Transfer, in any single transaction or series of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) related transactions, all of the then outstanding shares Shares owned by such Parties, or to otherwise effect a sale of Voting Stock) such Shares, whether through merger, consolidation, share exchange, business combination or otherwise (for purposes of this Section 3.06in such context, each, an the “Original StockholderDrag Along Sellers”) shall have jointly entered into an agreement with to any Person third party (in such Personcontext, a “Drag-Drag Along Purchaser”), then such Drag Along Sellers shall, in each case subject to any Applicable Regulatory Approval, have the right (a “Drag Along Right”) regarding to require all Recipients holding Shares (such Recipients subject to the Drag Along Sale, the “Dragged Shareholders”) to Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock respective Shares (the “Drag-Along Party”) to include all of its Voting Stock in such sale (the “Drag-Along Right”). The Drag-Along Right shall be exercised by written notice (the “Drag-Along NoticeDrag Shares”) to the Drag-Drag Along PartyPurchaser in accordance with the procedures set forth in this Clause 11 (such Transfer that complies with the requirements of this Clause 11, a “Drag Along Sale”) at least thirty the price per Share (30which shall be payable in cash or Listed Securities (but which may include deferred or contingent consideration in the form of cash or Listed Securities)) days prior and otherwise on the same material terms and conditions as the Transfer of Shares by the Drag Along Sellers to closing of the proposed Transfer, of the identity of the Drag-Drag Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock . 11.2 The Drag Along Sellers may exercise their Drag Along Right pursuant to this Clause 11 by providing written notice of their election to do so to each Dragged Shareholder (the a “Drag-Drag Along PriceNotice”), which notice shall identify the terms of the Drag-Drag Along Purchaser’s financing (if any Purchaser and if known), the anticipated date of closing of specify the proposed Transfer price per Share and any all other material terms and conditions of the proposed Drag Along Sale, including the anticipated closing date of the Drag Along Sale. 11.3 No Recipient shall Transfer (or agree to or consummate a Transfer of any Shares to any Person other than the “Drag-Drag Along Terms”)Purchaser during the period between the date it receives a Drag Along Notice and the conclusion or termination of such Drag Along Sale, including where a ROFO Notice has been delivered under Clause 10.1 or any sale pursuant to Clause 10 is pending. The Drag-If the Drag Along Party Sale shall be obligated to sell not have been consummated, all of its Voting Stock the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to the Drag-Shares owned by the Parties shall again be in effect. 11.4 In the event that the Drag Along Purchaser on Sellers exercise their Drag Along Right pursuant to this Clause 11, the Drag-Dragged Shareholders shall take all Necessary Action to consummate the Drag Along Terms at a price equal to the product of (x) the ratio Sale, including making such representations, warranties and covenants and entering into such definitive agreements as are customary for transactions of the percentage of ownership of Voting Stock then outstanding nature of the Drag-Along Party over the percentage proposed Transfer; provided that (1) any indemnification obligation of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses a Dragged Shareholder in connection with a such Transfer pursuant to this Section 3.06. shall be pro rata (bbased on their relative proceeds), several, and not joint and several, (2) Notwithstanding the foregoing, a Drag Along Party will each Dragged Shareholder shall not be required to comply make any representations or warranties other than with Section 3.06(arespect to such Dragged Shareholder’s existence, good standing, due authorization, ownership of, and ability to Transfer, such Dragged Shareholder’s Shares, the absence of any adverse claim with respect to such Shares and the non-contravention of other agreements to which it is a party resulting from such Transfer and (3) above no Dragged Shareholder shall be required to agree to any non-compete, non- solicit, non-disparagement, non-investment, lock-up or similar restrictive covenant. 11.5 The Parties shall cooperate with, and provide reasonable assistance to, the Drag Along Sellers in connection with obtaining or making any proposed Transfer necessary consents, approvals, filings and notices from Governmental Bodies to consummate a Drag Along Sale. Further, the Parties shall – without prejudice to the Investor Shareholders’ rights under this Agreement – take all Necessary Action to (1) vote in favor of Voting Stock (the “Proposed Sale”) unless (i) transaction or transactions with the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company Purchaser and (ii2) take all actions to waive any dissenters, appraisal or other similar rights with respect thereto, in each case, as applicable. 11.6 Completion of the liability for indemnification, if any, sale and purchase of such Drag Shares to the Drag Along Party in Purchaser under this Clause 11 shall be conditional on completion of the Proposed Drag Along Sale and for shall take place at the inaccuracy of any representations and warranties made by same time as the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties Sale and in the Proposed Saleaccordance with Clause 17 (Completion of Share Transfers).

Drag Along Right. (a) In the event that RN you become a Participating Stockholder Seller pursuant to Section 4.5 of the Stockholders Agreement, all Shares issuable in respect of vested “in the money” Options held by you whether or not exercised (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 so long as such Stockholder owns at least twenty-five percent (25%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 event that (x) the consideration payable for Shares to be sold pursuant to Section 4.5 of the Stockholders Agreement includes securities and (y) applicable law would require the provision to you, in your capacity as a Participating Stockholder Seller or Drag-Along Seller, as applicable, of any specified information regarding the Company or any of its parents or subsidiaries, such securities or the issuer thereof that is not otherwise required to be provided for such Transfer pursuant to Section 4.5 of the Stockholders Agreement, then outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%notwithstanding Section 4.5(f) of the then outstanding shares of Voting Stock) (for purposes of this Section 3.06Stockholders Agreement, eachyou, an “Original Stockholder”) in your capacity as a Participating Stockholder Seller or Drag- Along Seller, as applicable, shall have jointly entered into an agreement with any Person (the right to sell Shares in such Personproposed Transfer pursuant to Section 4.5 of the Stockholders Agreement; provided, that the Sponsor Investor Sellers shall have the right, but not the obligation, to cause to be paid to you, in your capacity as a “Drag-Along Purchaser”) regarding Seller, in lieu of such securities described in the Transfer of all of their Voting Stockpreceding sentence, an Original Stockholder shall be entitled, at its option, amount in cash equal to require each Stockholder holding less than fifteen percent (15%) the Fair Market Value of such Shares as of the then outstanding shares of Voting Stock (the “Drag-Along Party”) to include all of its Voting Stock date such securities otherwise would have been issued in exchange for such sale (the “Drag-Along Right”)Shares. The Drag-Along Right shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, Sponsors shall terminate upon the earlier to occur of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the terms of the Drag-Along Purchaser’s financing i) an IPO and (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”)ii) a Liquidity Event. The Drag-Along Party Right of the Sponsors shall not include a right to require you to sign a non-compete agreement (it being understood that any existing non-compete agreement then in effect between you and the Company or one of its parents or subsidiaries shall not terminate solely as a result of such Transfer). Any unvested or “out-of-the money” vested Options shall be obligated to sell all of its Voting Stock to the Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated treated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection accordance with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Saleapplicable award agreement.

Drag Along Right. (a) In the event that RN Stockholder (for so long as such Stockholder owns the Members holding at least twenty-five 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 (2550%) or more of the Voting Interests, in each case in a transaction constituting a change in control of the Company, to any non-Affiliate(s) of the then outstanding shares Company or any of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twentythe Drag Along Holders, or to cause the Company to merge with or into or consolidate with any non-five percent (25%Affiliate(s) of the then outstanding shares Company or any of Voting Stock) the Drag Along Holders (for purposes of this Section 3.06in each case, each, an the “Original StockholderDrag Along Buyer”) shall have jointly entered into an agreement with any Person in a bona fide negotiated transaction (such Person, a “Drag-Drag Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along PriceSale”), the terms each of the Drag-Along Purchaser’s financing (if Members, including any and if known)of its successors as contemplated herein, 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 and shall upon the written request of its Voting Stock the Drag Along Holders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Drag-Drag Along Purchaser Buyer, its Interests on substantially the Drag-Along Terms at a price equal same terms applicable to the product Drag Along Holders; and (b) execute and deliver such instruments of (x) conveyance and transfer and take such other action, including voting such Interests, if applicable, in favor of any Drag Along Sale proposed by the ratio Drag Along Holders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as 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, provided that NAV CANADA US Subsidiary shall have the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring right to elect that NAV CANADA US Subsidiary Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated participate in the Drag-Along Terms), Sale by selling its NAV CANADA US Subsidiary stock (and/or the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear equity of any Liensdirect 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 Interests thereto, against delivery of and the purchase price therefor. Each party payable by the prospective buyer for such NAV CANADA US Subsidiary stock shall bear its own expenses be equal to the price that would have been payable in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party Sale with respect to NAV CANADA US Subsidiary’s Interests. The obligations under this Section 12.3 shall not be liable for terminate upon the inaccuracy occurrence of any representation a Qualified IPO or warranty made by any other Person in connection with the Proposed Saleconsolidation, other than liquidation, winding up or Dissolution of the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion pursuant to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed SaleArticle 10.

Drag Along Right. (a) In the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) Subject to Section 3.2 and Section 3.4, if Investors with a majority of the then outstanding shares of Voting Stock) and MTVN Stockholder Investor Percentage Interest (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 StockholderDragging Investors”) shall have jointly entered into propose to consummate a Liquidity Event involving a third party that is not an agreement with any Person Investor or Affiliate of an Investor (a “Drag Third Party Purchaser”) in exchange for cash and/or freely transferable and marketable Securities (such Persona transaction, a “Drag-Along PurchaserSale”) regarding ), then such Dragging Investors shall have the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, right to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock (the “Investor and each Management Equity Holder to include its Common Shares in such Drag-Along Party”) Sale and/or vote its Common Shares and take any other actions in furtherance thereof on the same terms and conditions applicable to include all of its Voting Stock in such sale (the “Drag-Along Right”). The Drag-Along Right shall be exercised Dragging Investors, including by written notice (the “Drag-Along Notice”) waiving any appraisal or similar rights with respect to the Drag-Along Party, at least thirty (30) days prior to closing Sale and executing any action by written consent of the proposed Transfer, of Investors and the identity of 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 consideration offered name of the Drag Third Party Purchaser, and (iii) the purchase price the Drag Third Party Purchaser is paying for the transferring Stockholder’s Voting Stock (the “Common Shares and that shall include a copy of any definitive agreements in connection with such Drag-Along Price”)Sale. Each such Investor and Management Equity Holder agrees that, the terms upon receipt of the Drag-Along Purchaser’s financing (if any and if known)a Buyout Notice, 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 such Investor or Management Equity Holder shall be obligated to sell all of its Voting Stock to the Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of Common Shares for the purchase price therefor. Each party shall bear its own expenses set forth in connection the Buyout Notice (on the same price and with a Transfer pursuant the same (but proportionate) amount of consideration or choice of consideration given to this Section 3.06all other Investors) and on the other terms and subject to the conditions of such transaction (and otherwise take all reasonably necessary action to cause consummation of the proposed transaction). (b) Notwithstanding the foregoing, the Dragging Investors may only require the consummation of an Drag-Along Sale following the delivery of a Drag Buyout Notice if such Drag-Along Party will not be required Sale would result in the receipt of gross aggregate consideration in respect of the Common Shares pursuant to comply the Drag-Along Sale (taking into account all prior dividends in respect of such Common Shares) sufficient to achieve, in the aggregate with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (respect to the “Proposed Sale”) unless Common Shares: (i) prior to the Drag Along Party shall not be liable for second anniversary of the inaccuracy date hereof, a MOIC of at least [ ]x; (ii) on or after the second anniversary of the date hereof but prior to the fourth anniversary of the date hereof, a MOIC of at least [ ]x; and (iii) following the fourth anniversary of the date hereof, a MOIC of at least [ ]x. (c) The closing of any representation or warranty made by Drag-Along Sale pursuant to this Section 3.3 shall be held as promptly as practicable and at the time and place specified in the Buyout Notice, but in any other Person event within 180 days after the date the Buyout Notice is delivered to the Investors; provided, that such 180-day period may be extended at the election of the Dragging Investors for a period of up to 90 days to the extent necessary to obtain any regulatory approvals required in connection with the Proposed Sale, other than Drag-Along Sale (the Company “Drag-Along Outside Date”). Consummation of the Transfer of Common Shares by any Investor or Management Equity Holder to the Drag Third Party Purchaser in a Drag-Along Sale (i) shall be conditioned upon consummation of the Transfer by each Dragging Investor to such Drag Third Party Purchaser of the Common Shares proposed to be Transferred by the Dragging Investor and (ii) the liability for indemnification, if any, may be effected by a Transfer of such Common Shares or the merger, consolidation, recapitalization or other combination of the Company with or into the Drag Third Party Purchaser or any of its Affiliates, in one or a series of related transactions. If the proposed Transfer with respect to the applicable Common Shares subject to the Buyout Notice does not meet the requirements of Section 3.3(a) prior to the Drag-Along Outside Date, such Dragging Investors shall be deemed to have forfeited their rights to require the other Investors to sell all of their Common Shares to such Drag Third Party Purchaser in connection with such Drag-Along Sale. (d) In connection with any Transfer pursuant to a Buyout Notice, each Investor and Management Equity Holder shall execute the applicable transaction agreement and make or provide the same representations, warranties, covenants, indemnities, agreements, escrows and holdback arrangements as the Dragging Investors make or provide in connection with the Drag-Along Sale (such representations, warranties, covenants, indemnities, agreements, escrows and holdback arrangements to be set forth in the Proposed Buyout Notice); provided, that each Investor and Management Equity Holder shall be obligated to make only individual representations and warranties with respect to its title to and ownership of the applicable Common Shares, authorization, execution and delivery of relevant documents, enforceability of such documents against such Investor or Management Equity Holder, and other matters relating to such Investor or Management Equity Holder, but not with respect to any of the foregoing with respect to any other Investors or Management Equity Holders or their Common Shares or the Company and its Subsidiaries; provided, further, that all representations and warranties in the applicable transaction agreement with respect to the Company and its Subsidiaries shall be made by the Dragging Investors or the Company and the other Investors and Management Equity Holders shall be severally and not jointly liable with respect to any indemnification obligation with respect thereto, and any such indemnification obligation shall be pro rata based on the proceeds received by such Investors and Management Equity Holders, in each case, in an amount not to exceed the aggregate proceeds received by such Investors; provided, further, that in no event shall any Investor be required to enter into a non-compete, non-solicit or other similar restrictive covenant and no Management Equity Holder shall be required to enter into a non-compete, non-solicit or other similar restrictive covenant that is more restrictive than any such existing arrangement between the Management Equity Holder and the Company or any of its Subsidiaries. Any transaction costs, including legal, accounting and investment banking fees and expenses incurred in connection with a Drag-Along Sale and for the inaccuracy benefit of any representations all Investors and warranties made Management Equity Holders (it being understood that costs incurred by or on behalf of an Investor or Management Equity Holder for its sole benefit shall not be considered to be for the benefit of all Investors and Management Equity Holders), shall be paid or reimbursed by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to or the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed SaleThird Party Purchaser.

Drag Along Right. (a) In If at any time the event that RN Stockholder Oaktree Member shall propose to Transfer all, but not less than all, of its Membership Interest in one or a series of related transactions (for so long as such Stockholder owns at least twentya “Drag-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 StockholderAlong Sale”) shall have jointly entered into an agreement with to any Person other than a Permitted Transferee (such Person, a the “Drag-Along Purchaser”) regarding ), the Transfer of all of their Voting Stock, an Original Stockholder Oaktree Member shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of have the then outstanding shares of Voting Stock (the “Drag-Along Party”) to include all of its Voting Stock in such sale right (the “Drag-Along Right”). ) to require the HC-KBS Member to participate in such Drag-Along Sale by Transferring its entire Membership Interest (which, for purposes of this Section 8.4, shall include its Profits Interest and all of its right, title and interest in and to any Additional Equity Loans theretofore made by it) as hereinafter provided. (b) The Oaktree Member may exercise the Drag-Along Right shall be exercised in connection with a Drag-Along Sale by written delivering notice thereof (the a “Drag-Along Notice”) to the HC-KBS Member not less than 30 days prior to the proposed closing date of such Drag-Along Party, at least thirty Sale (30the “Drag-Along Closing Date”). Any Drag-Along Notice shall state (i) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, (ii) that the consideration offered for Drag-Along Purchaser has agreed to purchase all of the transferring Stockholder’s Voting Stock Membership Interests in the Company, (iii) the aggregate purchase price proposed to be paid by the Drag-Along Purchaser (the “Drag-Along Price”), (iv) the other material terms and conditions of the Drag-Along Sale (the “Drag-Along Terms”), (v) the terms of the Drag-Along Purchaser’s financing financing, if any, and (if any and if knownvi) the proposed Drag-Along Closing Date. (c) If the Oaktree Member delivers a Drag-Along Notice in accordance with Section 8.4(b), the anticipated date of closing of the proposed Transfer and any other material terms and conditions of the proposed Transfer (the “DragHC-Along Terms”). The Drag-Along Party KBS Member shall take all actions necessary to cause its Membership Interest to be obligated to sell all of its Voting Stock Transferred to the Drag-Along Purchaser on in connection with the Drag-Along Terms at a price equal to Sale. Without limiting the product of (x) the ratio generality of the percentage of ownership of Voting Stock then outstanding of the foregoing, in connection with such Drag-Along Party over Sale, the percentage HC-KBS Member shall execute and deliver such agreements as may be reasonably requested by the Oaktree Member (which shall be in all material respects on the same terms as those executed by the Oaktree Member and may include agreements that (i) contain customary representations, warranties, covenants and other agreements with respect to, among other things, the HC-KBS Member’s unencumbered title to its Membership Interest and its power, authority and legal right to Transfer such Membership Interest and (ii) so long as the agreements executed by the Oaktree Member also so provide, provide ________________________________________________________________________________________________________________________ for contingent or deferred payment of ownership of Voting Stock then outstanding a portion of the transferring Stockholder aggregate purchase price and (y) the Drag-Along Price; provided, however, that the holders establishment of shares an escrow account or other form of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicableholdback in connection therewith). At the closing of such Transfer the proposed Drag-Along Sale (which anticipated the date, place time and time location of which shall be designated confirmed by the Oaktree Member and provided to the HC-KBS Member in writing at least five days prior thereto), the HC-KBS Member shall deliver written instruments of transfer in form and substance satisfactory to the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting StockPurchaser, duly executedexecuted by the HC-KBS Member, conveying its entire Membership Interest free and clear of any and all Liens, against delivery of together with any certificates theretofore issued to evidence such Membership Interest, and take such other actions as may be reasonably requested by the purchase price therefor. Each party shall bear its own expenses Oaktree Member in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding such Drag-Along Sale. The Drag-Along Price, after payment of all of the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (reasonable out-of-pocket fees and expenses incurred by the “Proposed Sale”) unless (i) Oaktree Member and the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person HC-KBS Member in connection with the Proposed Drag-Along Sale, other than shall be allocated between the Oaktree Member and the HC-KBS Member in the same manner as distributions would be made to them pursuant to Section 5.2 if the Company were dissolved, its affairs wound up, its assets sold for an amount equal to the Drag-Along Price (increased by any liabilities of the Company), all Company liabilities were then satisfied, and (ii) the liability for indemnification, if any, net assets of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion were distributed to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties Members in the Proposed Saleaccordance with Section 5.2.

Drag Along Right. (a) In If at any time the event that RN Stockholder Enstar Shareholder (for so long as such Stockholder owns at least twenty-five percent (25%together with its Permitted Transferees) holds no less than 55% of the then aggregate number of outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) Common Shares of the then outstanding shares Company held by the Initial Shareholders at such time and receives a bona fide offer from a Third Party Purchaser to consummate, in one transaction, or a series of Voting Stock) related transactions, a Change of Control (for purposes of this Section 3.06a “Drag-along Sale”), each, an “Original Stockholder”) the Enstar Shareholder shall have jointly entered into an agreement with any Person the right to require that each other Shareholder (such Personeach, a “Drag-Along Purchaseralong Shareholder”) regarding participate in such Transfer in the Transfer of all of their Voting Stockmanner set forth in this Section 3.3, an Original Stockholder provided, however, that no Drag-along Shareholder shall be entitledrequired to participate in the Drag-along Sale if the consideration for the Drag-along Sale is anything other than cash or registered securities listed on an established U.S. or foreign securities exchange. Notwithstanding anything to the contrary in this Agreement, at its option, to require each Stockholder holding less than fifteen percent (15%) Drag-along Shareholder shall vote in favor of the then outstanding shares of Voting Stock transaction and take all actions to waive any dissenters, appraisal or other similar rights. (the “Drag-Along Party”b) The Enstar Shareholder shall exercise its rights pursuant to include all of its Voting Stock in such sale (the “Drag-Along Right”). The Drag-Along Right shall be exercised this Section 3.3 by delivering a written notice (the “Drag-Along along Notice”) to the Company and each Drag-Along Party, at least thirty (30) along Shareholder no later than 20 days prior to the closing date of such Drag-along Sale. The Drag-along Notice shall make reference to the proposed TransferEnstar Shareholder’s rights and obligations hereunder and shall describe in reasonable detail: (i) the number of Common Shares to be sold by the Enstar Shareholder, if the Drag-along Sale is structured as a Transfer of Common Shares; (ii) the identity of the Drag-Along Third Party Purchaser; (iii) the proposed date, time and location of the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the terms closing of the Drag-Along Purchaser’s financing along Sale; (if any iv) the per share purchase price and if known), the anticipated date of closing of the proposed Transfer and any other material terms and conditions of the Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and (v) a copy of any form of agreement proposed Transfer to be executed in connection therewith. (the “Drag-Along Terms”). The Drag-Along Party shall be obligated to sell all of its Voting Stock to c) If the Drag-Along Purchaser on the along Sale is structured as a Transfer of Common Shares, then, subject to Section 3.3(d), each Drag-Along Terms at a price along Shareholder shall Transfer the number of shares equal to the product of (x) the ratio number of Common Shares held by such Drag-along Shareholder and (y) a fraction (A) the numerator of which is equal to the number of Common Shares the Enstar Shareholder proposes to sell or transfer in the Drag-along Sale and (B) the denominator of which is equal to the number of Common Shares then held by the Enstar Shareholder. (d) The consideration to be received by a Drag-along Shareholder shall be the same form and amount of consideration per share of Common Shares to be received by the Enstar Shareholder (or, if the Enstar Shareholder is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of such Transfer shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Enstar Shareholder Transfers its Common Shares. Each Drag-along Shareholder shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Enstar Shareholder makes or provides in connection with the Drag-along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Enstar Shareholder, the Drag-along Shareholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Enstar Shareholder and each Drag-along Shareholder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Enstar Shareholder and each Drag-along Shareholder, in each case in an amount not to exceed the aggregate proceeds received by the Enstar Shareholder and each such Drag-along Shareholder in connection with the Drag-along Sale. (e) The fees and expenses of the percentage Enstar Shareholder incurred in connection with a Drag-along Sale and for the benefit of ownership all Shareholders (it being understood that costs incurred by or on behalf of Voting Stock then outstanding a Enstar Shareholder for its sole benefit will not be considered to be for the benefit of all Shareholders), to the extent not paid or reimbursed by the Company or the Third Party Purchaser, shall be shared by all the Shareholders on a pro rata basis, based on the aggregate consideration received by each Shareholder; provided, that no Shareholder shall be obligated to make or reimburse any out-of-pocket expenditure prior to the consummation of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and along Sale. (yf) Each Shareholder shall take all actions as may be reasonably necessary to consummate the Drag-Along Price; providedalong Sale, howeverincluding entering into agreements and delivering certificates and instruments, that in each case consistent with the holders of shares of Preferred Stock agreements being entered into and the certificates being delivered by the Enstar Shareholder. (g) The Enstar Shareholder shall be entitled to be paid have 180 days following the amount determined pursuant to Section 3(c) of Article IV date of the Charter Drag-along Notice in which to consummate the extent applicable. At Drag-along Sale, on the closing of such Transfer (which anticipated date, place and time shall be designated terms set forth in the Drag-Along Termsalong Notice (which such 180-day period may be extended for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). If at the end of such period, the Enstar Shareholder has not completed the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stockalong Sale, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with Enstar Shareholder may not then effect a Transfer pursuant transaction subject to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection 3.3 without again fully complying with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, provisions of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Salethis Section 3.3.

Drag Along Right. (a) In the event that RN Stockholder (for so long as such Stockholder Acorn Energy owns at least twenty-five more than fifty percent (2550%) of the then Company’s issued and outstanding capital stock and Acorn Energy desires to accept a bona fide offer (a “Purchase Offer”) from any person or persons, other than an Affiliate or another Stockholder, to purchase all (a “Divestiture”) the shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) Stock then held by Acorn Energy, then Acorn Energy shall promptly deliver to each 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 Person (such Person, other Stockholders a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 shall be exercised by written notice (the “Drag-Along Purchase Offer Notice”) stating Acorn Energy’s intention to sell such shares pursuant to such Purchase Offer and setting forth the Drag-Along Partyterms and conditions of such Purchase Offer, at least thirty (30) days prior to closing of the proposed Transferincluding, of without limitation, the identity of the Drag-Along Purchaser, proposed purchaser and the amount and type of consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) therefor. The Purchase Offer Notice shall include a copy of Article IV any written offer, letter of the Charter intent, term sheet or contract of sale pertaining to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06Purchase Offer. (b) Notwithstanding In connection with a Divestiture, if Acorn Energy owns more than fifty percent (50%) of the foregoingCompany’s issued and outstanding capital stock, a it shall have the right (“Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed SaleRight”) unless to require each other Stockholder to participate in such sale of Common Stock by Acorn Energy on the terms and conditions set forth in the Purchase Offer Notice (iwhich shall be the same terms and conditions (on a per share basis) as are applicable to Acorn Energy’s sale of shares of Common Stock to the proposed purchaser). Such Drag Along Party Right shall not be liable for exercisable by Acorn Energy including in its Purchase Offer Notice a statement to the inaccuracy of any representation or warranty made by any other Person effect that Acorn Energy elects to exercise its Drag Along Right in connection with the Proposed Sale, other than proposed sale. At any time prior to the Company and (ii) the liability for indemnification, if any, closing of such sale, Acorn Energy may withdraw its election to exercise its Drag Along Party in Right upon written notice to the Proposed Sale Stockholders. (c) The closing of the purchase and for the inaccuracy sale of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion shares of Stock to be sold pursuant to the amount Drag Along Right shall occur concurrently with the closing of consideration paid the sale of the shares of the Stock by Acorn Energy, which shall be a date not less than sixty (60) days after the giving of the Purchase Offer Notice. At any such closing, each Stockholder shall deliver to the Original purchaser a certificate or certificates representing the number of shares of Stock to be sold by such Stockholder, duly endorsed in blank or accompanied by a duly executed stock power in blank, with signatures duly guaranteed and all requisite stock transfer stamps affixed thereto. All Stockholders shall be treated equally under this Section 2.5. It shall be a condition of the obligation to sell under this Section 2.5 that all facts and circumstances and all material aspects of any other Drag Along Parties in the Proposed Saletransaction under this Section 2.5 shall be disclosed. The provisions of this Section 2.5 shall terminate upon an IPO.

Drag Along Right. (ai) In case that Dolphin or any of its Affiliates do not pay the event that RN Stockholder Put Option (for so long as such Stockholder owns at least twenty-five percent term is defined below) within 90 days of its exercise by EDFI, or (25%ii) in case EDENOR defaults in the payment of any fees due under the then outstanding shares Technical Assistance Agreement and any such default under the Technical Assistance Agreement is not remedied within 45 days of Voting Stock) EDENOR and MTVN Stockholder Dolphin having received a written default notice from EDFI, EDFI shall have, for a period of 12 months from the last date in which Dolphin could have paid the Put Option in case (i), and for so long as a period of 12 months from the date of such Stockholder owns at least twenty-five percent payment default in case (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 Person (such Personii), a “Drag-Along Purchaser”) regarding the Transfer of right to sell to a bona fide third party all of their Voting StockNEV’s Shares, an Original Stockholder shall be entitledDolphin Energia’s shares in EASA, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding and IEASA’s shares of Voting Stock (the “Drag-Along Party”) to include all of its Voting Stock in such sale EASA (the “Drag-Along Right”). The Dolphin hereby agrees and Dolphin shall cause EASA to agree (and by executing this Shareholders Agreement irrevocably grants to EDFI the required powers of attorney, in the form attached hereto as Exhibit B, Exhibit C and Exhibit D respectively) that, if requested by EDFI pursuant to this Section 6.02(a), Dolphin and EASA will transfer to such bona fide third party, all of NEV’s Shares, Dolphin Energy’s shares in EASA and IEASA’s shares in EASA receiving the same terms and conditions (including time of payment and form of consideration) as to be paid and given to EDFI, provided that the price of Dolphin’s EASA shares shall be adjusted if applicable based on any net debt that EASA may have. Upon completion of such transfer all rights and obligations of the parties under the Put Option shall be extinguished. (b) In connection with the Drag-Along Right Right, EDFI shall be exercised by written have the right to cause EDENOR, EASA and NEV to provide EDFI’s legal and financial advisors and any potential buyers with reasonable access subject to a Confidentiality Agreement; to EDENOR’s, EASA’s and NEV’s officers, advisors, auditors, legal counsel, operations and books and records of the companies in order to consummate a sale process of its Shares subject to the Drag-Along Right. (c) EDFI will give notice (the “Drag-Along Notice”) to Dolphin Energia and/or EASA and/or NEV and/or IEASA as the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfercase may be, of any proposed transfer giving rise to the identity tights of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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”EDFI set forth in Section 6.02(a). The Drag-Along Party Notice will set forth, the name and address of the third party and the proposed amount and form of consideration. EDFI will notify Dolphin at least 30 days in advance of entering into a definitive agreement in connection with such offer. In any such agreement, Dolphin will be required to pay its proportionate share of the costs incurred in connection with such transfer to the extent not paid or reimbursed by the third party. Such Drag-Along Notice may be amended at any time by EDFI and shall be obligated remain valid for the 12-month time-period contemplated in Section 6.02(a), subject to Section 6.02(d). (d) Notwithstanding the above, in case that the Drag-Along Right is exercised pursuant to Section 6.02(a) above and the consideration for the Shares offered by the third party were less than the Put Option Exercise Price (as such term is defined below), then the Drag-Along Notice shall also constitute an irrevocable offer to sell all EDFI’s Shares (the “Offered Equity”) for the same consideration and on the same terms and conditions set forth by the third party. In such case, Dolphin shall have the right, for a period of its Voting Stock 25 days after the Drag-Along Notice is given (the “Response Period”) to purchase, pursuant to the Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; providedNotice, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms)whole but not in part, the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting StockOffered Equity, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless exercisable by delivering (i) a written notice to EDFI, within the Drag Along Party shall not Response Period, stating therein that all of the Offered Equity will be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company purchased and (ii) a Stand-By Letter of Credit supporting the liability obligation of Dolphin to pay in full the purchase price for indemnificationthe Offered Equity. If Dolphin exercises such a right, if any, of such the Drag Along Party in right will no longer be exercised and all right and obligations of the Proposed Sale and for parties under the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed SalePut Option shall be extinguished.

Drag Along Right. (a) In If at any time and from time to time after the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) date of this Agreement, the holder or holders of a majority of the then outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) voting capital stock of the then outstanding Company (the "Proposed Transferors") wish to Transfer in a bona fide arms' length sale all shares of Voting Stock) Common Stock and Preferred Stock then owned by them to any Person or Persons who are not Affiliates of the Proposed Transferors (for purposes of this Section 3.063(a), eachthe "Proposed Transferee"), an “Original Stockholder”) the Proposed Transferors shall have jointly entered into an agreement with any Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock right (the “Drag-Along Party”) to include all of its Voting Stock in such sale (the “"Drag-Along Right”") to require each Management Stockholder to sell to the Proposed Transferee all Securities (for the same per share consideration received by the Proposed Transferor for each such class of capital stock, and with respect to unexercised Options, less any exercise price payable with respect thereto) then held by the Management Stockholders, subject to purchase by the Proposed Transferee. Each Management Stockholders, agrees to take all steps necessary to enable him or it to comply with the provisions of this Section 3(a). The , including, if necessary, voting any Securities in favor of the transaction with the Proposed Transferee (whether effected as a merger or otherwise) to facilitate the Proposed Transferors' exercise of a Drag-Along Right Right. (b) To exercise a Drag-Along Right, the Proposed Transferors shall be exercised by give each Management Stockholder a written notice (the “for purposes of this Section 3, a "Drag-Along Notice”") containing (i) the number of Securities that the Proposed Transferee proposes to acquire from the Drag-Along PartyProposed Transferors, at least thirty (30ii) days prior to closing the name and address of the Proposed Transferee, and (iii) the proposed Transferpurchase price, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the terms of the Drag-Along Purchaser’s financing (if any payment 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”)Proposed Transferee's offer. The Drag-Along Party Each Management Stockholder shall thereafter be obligated to sell all of its Voting Stock the Securities subject to the such Drag-Along Purchaser on Notice, provided that the Drag-Along Terms at a price equal sale -------- to the product Proposed Transferee is consummated within 120 days of (x) the ratio of the percentage of ownership of Voting Stock then outstanding delivery of the Drag-Along Party over Notice. If the percentage of ownership of Voting Stock sale is not consummated within such 120-day period, then outstanding of the transferring each Management Stockholder and (y) the shall no longer be obligated to sell such Management Stockholder's Securities pursuant to that specific Drag-Along Price; provided, however, that the holders of shares of Preferred Stock Right but shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter remain subject to the extent applicable. At the closing provisions of such Transfer this Section 3. (which anticipated datec) Notwithstanding anything contained in this Section 3, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring event that all of its Voting Stock, duly executed, free and clear of any Liens, against delivery or a portion of the purchase price therefor. Each party shall bear its own expenses in connection with consists of securities and the sale of such securities to the Management Stockholders would require either a Transfer registration under the Securities Act or the preparation of a disclosure document pursuant to this Section 3.06. Regulation D under the Securities Act (bor any successor regulation) Notwithstanding the foregoing, or a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy similar provision of any representation or warranty made by any other Person in connection with applicable state securities law, then, at the option of the Proposed SaleTransferors, other than the Company and (ii) the liability for indemnificationManagement Stockholders may receive, if any, in lieu of such Drag Along Party securities, the fair market value of such securities in the Proposed Sale and for the inaccuracy of any representations and warranties made cash, as determined in good faith by the Company Board, unless, at the request of the Management Stockholders holding a majority of the Shares, the appraisal procedure set forth in connection with such Proposed Sale, Section 3(d) below is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Saleinvoked.

Drag Along Right. (a) In the event that RN Stockholder (for so long as such Stockholder owns the Members holding at least twenty-five 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 (2550%) or more of the Voting Interests, in each case in a transaction constituting a change in control of the Company, to any non-Affiliate(s) of the then outstanding shares Company or any of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twentythe Drag Along Holders, or to cause the Company to merge with or into or consolidate with any non-five percent (25%Affiliate(s) of the then outstanding shares Company or any of Voting Stock) the Drag Along Holders (for purposes of this Section 3.06in each case, each, an the “Original StockholderDrag Along Buyer”) shall have jointly entered into an agreement with any Person in a bona fide negotiated transaction (such Person, a “Drag-Drag Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along PriceSale”), the terms each of the Drag-Along Purchaser’s financing (if Members, including any and if known)of its successors as contemplated herein, 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 and shall upon the written request of its Voting Stock the Drag Along Holders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Drag-Drag Along Purchaser Buyer, its Interests on substantially the Drag-Along Terms at a price equal same terms applicable to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Drag Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder Holders; and (yb) execute and deliver such instruments of 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-Drag Along Price; providedHolders and executing any purchase agreements, howevermerger agreements, indemnity agreements, escrow agreements or related documents, as 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, provided that NAV CANADA US Subsidiary shall have the holders of shares of Preferred Stock shall be entitled right to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated elect that NAV CANADA US Subsidiary Stockholder participate in the Drag-Along Terms), Sale by selling its NAV CANADA US Subsidiary stock (and/or the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear equity of any Liensdirect 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 Interests thereto, against delivery of and the purchase price therefor. Each party payable by the prospective buyer for such NAV CANADA US Subsidiary stock shall bear its own expenses be equal to the price that would have been payable in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party Sale with respect to NAV CANADA US Subsidiary’s Interests. The obligations under this Section 12.3 shall not be liable for terminate upon the inaccuracy occurrence of any representation a Qualified IPO or warranty made the consolidation, liquidation, winding up or Dissolution of the Company pursuant to Article 10. *** Certain confidential information contained in this document, marked by any other Person in connection brackets, has been omitted and filed separately with the Proposed SaleSecurities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Sale.as amended. 74

Drag Along Right. 5.1 In addition to serving a Disposal Notice pursuant to Clause 4.1 above, CME ME shall have the right (asubject to Clause 5.4 below) to require Top Tone Holdings to sell its Ownership Interest in CME Bulgaria to the Purchaser at the price per share and otherwise on the terms and conditions specified in the Disposal Notice (the "Drag Along Right"). CME ME may exercise the Drag Along Right by delivering a written notice stating the exercise of such right to Top Tone Holdings concurrently with or within the Disposal Notice (the "Drag Along Notice"). 5.2 Once delivered, such Drag Along Notice shall be irrevocable. However, a Drag Along Notice shall lapse if, for any reason, CME ME has not sold its Ownership Interest by the transaction date set out in the Disposal Notice. CME ME may serve further Drag Along Notices following the lapse of any particular Drag Along Notice and Top Tone Holdings shall be obligated to deliver and sell its Ownership Interest pursuant thereto and on the terms thereof. 5.3 The Ownership Interest of Top Tone Holdings sold under this Clause 5 shall be sold at the price per share and otherwise on the terms and conditions specified in, and concurrently with the proposed transaction described in, the Disposal Notice. 5.4 In the event that RN Stockholder (for CME ME so long as such Stockholder owns at least twenty-five percent (25%) exercises the Drag Along Right and that the Purchaser wishes to purchase some but not all of the then outstanding shares Ownership Interests offered by CME ME and Top Tone Holdings, each of Voting Stock) CME ME 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 Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock Top Tone Holdings shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter sell to the extent applicable. At Purchaser such portion of their respective Ownership Interests pro rata to the closing of such Transfer (which anticipated date, place entire Ownership Interest in CME Bulgaria that are offered by CME ME and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses Top Tone Holdings in connection with a Transfer pursuant to this Section 3.06herewith. (b) Notwithstanding 5.5 In the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) event that the Drag Along Party Notice is delivered prior to the first anniversary of Closing, Top Tone Holdings may exercise the Share Option at the applicable Share Option Price and the Ownership Interests acquired as a result thereof shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party included in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company Ownership Interests referred to in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Salethis Clause 5.

Drag Along Right. (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 Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, Talecris LLC proposes to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock Sell (the “Drag-Along PartySale”) all or any portion of the Shares held by it to include all a Third Party in a single transaction or series of its Voting Stock related transactions that would result in such sale (Third Party and its Affiliates becoming the “beneficial owner, directly or indirectly, of 50% or more of the Fully Diluted Common Shares of the Company, Talecris LLC may require each Employee Holder to participate in such Drag-Along Right”). The Sale and Sell the same percentage of its Common Shares, as the Fully Diluted Common Shares that would be Sold by Talecris LLC, assuming the conversion, exercise or exchange of all Equity Interests of the Company, represent to the total number of Fully Diluted Common Shares that would be held by Talecris LLC, assuming the conversion, exercise or exchange of all Equity Interests of the Company, on the same terms and conditions and at the same time or times as applicable to Talecris LLC. (b) Talecris LLC shall, promptly upon determining the terms of the Drag-Along Right shall be exercised by Sale, deliver to Employee Holders written notice (the “Drag-Along Notice”) to specifying the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the material terms of the Drag-Along Purchaser’s financing (if any and if known)Sale, including the anticipated date of closing identity 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 purchaser to sell all of its Voting Stock to which the Drag-Along Purchaser Sale is proposed to be made, the terms per Fully Diluted Common Share of such Sale and the costs expected to be incurred by Talecris LLC in connection with such Sale. In connection with any such Sale, each Employee Holder will agree to make or agree to any customary representations, covenants, indemnities and agreements as Talecris LLC so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the Drag-Along Terms numbers of Fully Diluted Common Shares into which Shares sold by each of Talecris LLC and such Employee Holder are convertible, exercisable or exchangeable. (c) Each Employee Holder agrees that it will deliver at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding closing of the Drag-Along Party over Sale certificates evidencing the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled Common Shares to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of sold by such Transfer (which anticipated date, place and time shall be designated Employee Holder in the Drag-Along Terms)Sale duly endorsed in blank or accompanied by written instruments of transfer in form reasonably satisfactory to Talecris LLC executed by such Employee Holder, and each Employee Holder shall execute such other documents of transfer that Talecris LLC may reasonably request in order to consummate the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery Sale at the time specified by Talecris LLC. (d) On the date of the purchase price therefor. Each party consummation of the Drag-Along Sale, Talecris LLC shall bear remit or cause to be remitted to each Employee Holder its own expenses portion of the consideration for the Common Shares sold pursuant thereto less its proportionate share of the reasonable and documented costs (including, without limitation, reasonable legal fees and expenses) incurred in connection with a Transfer such Drag-Along Sale, including costs incurred by the Employee Holders, to the extent not paid or reimbursed by the Company or the Third Party. (e) Anything herein to the contrary notwithstanding, Talecris LLC shall have no obligation to any Employee Holder to Sell any Shares pursuant to this Section 3.063.03 as a result of any decision by Talecris LLC not to accept or consummate any Drag-Along Sale (it being understood that any and all such decisions shall be made by Talecris LLC in its sole discretion). The Employee Holders shall not be entitled to make any Sale of Common Shares directly to any Third Party pursuant to a Drag-Along Sale (it being understood that all such Sales shall be made only on the terms and pursuant to the procedures set forth in this Section 3.03). (bf) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with This Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party 3.03 shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion terminate immediately prior to the amount consummation of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Salean IPO.

Drag Along Right. (a) With respect to any proposed transfer of shares of Common Stock 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 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 in Article VIII, Section 5(f) of the Amended and Restated Certificate of Incorporation of the Company) thereon, and, otherwise, upon the same terms and conditions as the transferring Common Stockholders in the Proposed Drag-Along Transfer. If the 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 consideration and terms and conditions of payment offered by the proposed purchaser and (iii) the proposed date of consummation of the proposed Drag-Along Transfer. (b) At the closing of the transfer of all Shares to the proposed purchaser on the terms described above, each Common Stockholder and Series A Preferred Stockholder shall (i) execute any documents or instruments, including, without limitation, representations and warranties, reasonably requested by the proposed purchaser and (ii) deliver certificates for the Shares being sold, duly endorsed and accompanied by duly executed stock assignments separate from certificate, free and clear of all claims and encumbrances, against delivery to each Common Stockholder and Series A Preferred Stockholder of the consideration for the Shares of such holder being sold pursuant to this Section 5.4. Notwithstanding the foregoing, no Series A Preferred Stockholder shall be required (A) to make any representation or warranty with respect to the Company (as opposed to representations and warranties with respect to such Series A Preferred Stockholder or the Shares being sold by such Series A Preferred Stockholder), or otherwise have liability in connection with any representations or warranties with respect to the Company, such that the Series A Preferred Stockholder would have liability in connection with such representations or warranties with respect to the Company in a proportion greater than such Series A Preferred Stockholder's pro rata portion of the aggregate sale proceeds received by all Stockholders party to the sale or (B) to give any indemnities in an amount greater than the aggregate sale proceeds to be received by such Series A Preferred Stockholder. (c) In the event that RN a sale by a Stockholder is subject to one or more of (for so long as such Stockholder owns at least twentyi) the right of first refusal in Section 2 above, (ii) the tag-five percent along right in Section 5.3 above or (25%iii) of the then outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twentydrag-five percent (25%) of the then outstanding shares of Voting Stock) (for purposes of along right in this Section 3.065.4, each, an “Original Stockholder”) shall have jointly entered into an agreement with any Person (such Person, a “Drag-Along Purchaser”) regarding then the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered priority for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”)application of such rights shall, 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At applicable to such transfer, be as follows: the closing of such Transfer (which anticipated date, place and time first refusal procedures in Section 2 shall be designated in first applied and completed, followed by the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free application and clear of any Liens, against delivery completion of the purchase price therefor. Each party shall bear its own expenses tag-along right in connection with a Transfer pursuant to Section 5.3 and then the application and completion of the drag-along right in this Section 3.06. (b) 5.4. Notwithstanding the foregoing, nothing in this Section 5.4(c) shall be deemed to imply that the provisions of Article 2 apply to the Series A Preferred Stockholders. (d) The rights provided under this Section 5.4 (including the notice requirement set forth herein) shall automatically terminate and be of no further force or effect upon a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy public offering of any representation or warranty made by any other Person in connection with class of the Proposed Sale, other than Company's Common Stock under the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed SaleSecurities Act.

Drag Along Right. (a) In At any time prior to the event that RN Stockholder (for fifth anniversary of the Effective Time, so long as such Stockholder owns any group of Investors and their Permitted Transferees (as contemplated by clause (ii) of the definition of Permitted Transfer) hold in the aggregate at least twenty-five fifty percent (2550%) of the then outstanding shares of Voting the Stock) and MTVN Stockholder , such group (for so long as such Stockholder owns at least twentycollectively, the “Drag-five percent (25%) of the then outstanding shares of Voting Stock) (for purposes of this Section 3.06, each, an “Original StockholderAlong Sellers”) shall have jointly entered into may require each other Investor (the “Required Sellers”) to participate in any Major Sale to an agreement with any Person Independent Third Party (such Person, a “Drag-Along PurchaserTransferee”) regarding 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) (such transaction or series of transactions, an “Exit Sale”) at the Transfer purchase price and upon the terms and subject to the conditions of the Exit Sale (all of their Voting Stock, an Original Stockholder which shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of set forth in the then outstanding shares of Voting Stock (the “Drag-Along Party”) Notice and which may not be less favorable to include all of its Voting Stock in such sale (the “Drag-Along Right”). The Drag-Along Right shall be exercised by written notice (Required Sellers than the “Drag-Along Notice”) terms applicable to the Drag-Along PartySellers). In connection with an Exit Sale, at least thirty (30) days prior the Company may also require each Required Seller to closing 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 Exit Sale. Without limiting the foregoing, if an Exit Sale requires the approval of the Company’s stockholders, each Investor shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such Exit Sale. In the event that an Exit Sale is proposed Transferpursuant to this Section 3, all outstanding proposals to Transfer Shares outside of such Exit Sale shall immediately be withdrawn and no Transfer of Shares outside of such Exit Sale shall be consummated until the expiration of the identity time period provided for in Section 3(d). The consummation of an Exit Sale by the Drag-Along Sellers shall be subject to the sole discretion of the Drag-Along PurchaserSellers, the consideration offered for the transferring Stockholder’s Voting Stock who shall have no liability or obligation whatsoever (the “Drag-Along Price”), 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection than compliance with a Transfer pursuant to this Section 3.06. (b3) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company Required Sellers participating therein in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount Required Sellers’ Transfer of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed SaleShares.

Drag Along Right. (a) In the event that RN Stockholder at any time prior to the APT Date, there is a sale, lease, transfer, conveyance or other disposition (for so long as such Stockholder owns at least twenty-five percent (25%) including, without limitation, any merger or consolidation), in a single transaction, of all or substantially all of the then outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) equity interests or assets of the then outstanding shares Company and its Subsidiaries taken as a whole, which is approved by the Board (and, if applicable, Phronesis in accordance with the provisions of Voting Stock) §10 hereof), the Company may require (for purposes of this Section 3.06, each, an “Original Stockholder”) shall have jointly entered into an agreement with any Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 ) all Stockholders to participate in such transaction in accordance with the terms of this §6 (any transaction involving the exercise of such Drag-Along Right shall be exercised by referred to as a “Drag-Along Sale”). The Company shall provide the Stockholders written notice (the a “Drag-Along Notice”) to the of such Drag-Along PartySale, at least thirty the identity of the proposed purchaser in such sale (30the “Proposed Purchaser”) and the material terms thereof not less than twenty-five (25) business days prior to closing of the proposed Transfer, of the identity date of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock Sale (the “Drag-Along PriceSale Date”), ) and each of the terms Stockholders hereby agrees to sell to such Proposed Purchaser all shares of Common Stock held by such Stockholder. No Stockholder shall exercise any dissenter’s rights with respect to the consummation of any such Drag-Along Sale. (b) On the Drag-Along PurchaserSale Date, each Stockholder shall deliver a certificate or certificates for such Stockholder’s financing (if any shares of Common Stock, duly endorsed for transfer with signatures guaranteed, to such Proposed Purchaser in the manner and if known), at 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 address indicated in the Drag-Along Purchaser on Notice against delivery of the purchase price for such shares of Common Stock. The provisions of this §6 shall apply regardless of the form of consideration in the Drag-Along Terms at Sale. (c) Shares of Common Stock subject to a price equal Drag-Along Right shall be included in a Drag-Along Sale pursuant hereto and to any agreements with the Proposed Purchaser relating thereto, on the same terms and subject to the product same conditions applicable to shares of (x) the ratio of the percentage of ownership of Voting Common Stock then outstanding of included in the Drag-Along Party over Sale. Such terms and conditions shall include, without limitation, (i) the percentage consideration (including, without limitation, any consideration payable under employment, consulting, non-competition, confidentiality and other similar agreements and arrangements), (ii) the payment of ownership of Voting Stock then outstanding fees, commissions and expenses, (iii) the provision of, and representation and warranty as to, information requested of the transferring Stockholder Company, and (yiv) the Drag-Along Priceprovision of reasonable indemnification, as determined by the Board; provided, however, that any indemnification provided by the holders Stockholders shall (i) be determined pro rata in proportion with the aggregate number of shares of Preferred Common Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated sold in the Drag-Along Terms)Sale and (ii) not be structured in a way so as to require additional contributions from any Stockholder. (d) Each of the Stockholders shall, if requested by the Company, execute and deliver a Custody Agreement and Power of Attorney in form and substance satisfactory to the Company with respect to the shares of Common Stock which are to be included in the Drag-Along Party Sale pursuant hereto. The Custody Agreement and Power of Attorney shall provide that the Stockholder will deliver an assignment to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Common Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Stockholder’s agent and attorney-in-fact with full power and authority to act under a custody agreement transferring all and power of its Voting Stock, duly executed, free and clear of any Liens, against delivery attorney on behalf of the purchase price therefor. Each party shall bear its own expenses in connection such Stockholder with a Transfer pursuant respect to this Section 3.06the matters specified herein. (be) Notwithstanding Each Stockholder agrees that such Stockholder will execute such other agreements as the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (Company or the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person Purchaser may reasonably request in connection with the Proposed Saleconsummation of a Drag-Along Sale and the transactions contemplated thereby. (f) In order to effect the provisions of this §6, other than each Stockholder hereby irrevocably constitutes and appoints each of the Chairman of the Board of Directors and the President of the Company and (ii) as the liability for indemnification, if any, holders of such Drag Along Party offices may change from time to time), as attorney and proxy, with, subject to the consent of the Management Stockholders and Phronesis, full power of substitution, to receive all notices, and to represent, vote and consent, with respect to all shares of Common Stock held by such Stockholder, in such manner as said proxies may, in the Proposed Sale exercise of their sole and for absolute discretion, determine, and without any prior notice to such Stockholder (provision of such notice concurrently or promptly after the inaccuracy taking of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders action being deemed sufficient for all purposes and any other Drag Along Parties requirement for prior notice being expressly waived by such Stockholder), whether or not said representation, vote or consent benefits the interests of any of said proxies, but only with respect to any and all of the matters specified in the Proposed Salethis §6.

Drag Along Right. (a1) In the event that RN Stockholder AGTPL accepts a Third Party Purchase Offer with respect to the entire extent of AGTPL’s shareholding in the Company and proposes to Transfer the Sale Shares to a third party purchaser, AGTPL shall have the right to drag along PTC, only for their entire shareholding on a Fully Diluted Basis and PTC shall have the obligation to offer their shares to the third party purchaser on the terms and conditions set out in this Article 172. However, prior to exercising its Drag along Right, AGTPL shall provide GEPL an opportunity to purchase the entire extent of Shares held by PTC on the same terms as stated in the Drag Along Notice. In the event that GEPL does not exercise its right to purchase the entire extent of PTC’s shares and make payment to PTC for the same on the terms stated in the Drag Along Notice within 7 (for so long as such Stockholder owns at least twenty-five percent (25%Seven) days from the date of receipt 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 3.06Drag Along Notice, each, an “Original Stockholder”) shall have jointly entered into an agreement with any Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder AGTPL shall be entitled, at free to exercise its option, Drag Along Right and to require each Stockholder holding less than fifteen percent PTC to transfer the entire extent of shares held by PTC to the purchaser on the same terms as stated in the Drag Along Notice. Within 5 (15%Five) Business Days of the then outstanding shares of Voting Stock (the “Drag-Along Party”) agreeing to include all of Transfer its Voting Stock shareholding in such sale (the “Drag-Along Right”). The Drag-Along Right SUL to a third party purchaser, AGTPL shall be exercised by send a written notice (the “Drag-Drag Along Notice”) to the Drag-Along PartyPTC and GEPL, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), setting forth in detail the terms of the Drag-Along Purchaser’s financing proposed sale, including the name(s) of the third party purchaser(s) to whom the proposed sale is to be made, price per share (if any and if known)“Drag Price”) payable by the third party purchaser, the anticipated date of closing of the proposed Transfer and any other material terms and conditions sale (which shall not be less than 7 (Seven) days from the date of receipt of the proposed Transfer Drag Notice by PTC), and the number of shares required to be offered by PTC to such third party purchaser (the “Drag-Along TermsDrag Shares”). The Drag-Along Party . (2) PTC shall be obligated to sell all of its Voting Stock their shares pursuant to the Drag-Drag Along Purchaser on Notice only if all the Drag-Along Terms at a price equal to following conditions are met with: (a) The Drag Price is not less than the product of (x) the ratio fair value of the percentage of ownership of Voting Stock then outstanding of Company divided by the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders total number of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer Company on a Fully Diluted Basis (which anticipated date, place and time in any case shall not be designated in less than the Drag-Along Termspar value), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding The fair value shall have been determined by any one of the foregoing, a top four international accounting firms (“Price Determination”) which should also reflect valuation pursuant to sale of majority stake. (3) Within 10 (Ten) Business Days from the date of receipt of the Drag Along Party will not Notice, PTC shall be required obliged to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) Transfer, in the manner required under Applicable Law, such number of Drag Shares held by them to such third party purchaser on the terms and conditions mentioned in the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed SaleNotice, other than the Company and (ii) take all such necessary action to cause the liability for indemnification, if any, consummation of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed SaleTransfer.

Drag Along Right. (a) If, by the IPO Due Date, the Equity Shares of the Company are not listed in accordance with Clause 6.1, then any Other Shareholder (other than QMT), holding more than 6% (six percent) of the Share Capital of the Company, desires to sell all its Shares in the Company (the “Individual Dragging Shareholder”), shall be entitled to require the Other Shareholders and QMT (“Dragged Shareholders”) to sell all but not less than all their Shares to any potential purchaser (“Drag Purchaser”) hereof and the Dragged Shareholders shall be obligated to sell all their Shares, in accordance with the process set out in this Clause 6.3. Provided that, nothing under this Clause 6.3(a) shall restrict SFL from exercising its drag along right under this Clause 6.3 as an Individual Dragging Shareholder, in the event it does not intend to Transfer the SFL Samara Manager Shares, the Creador SFL Drag Price Restricted Shares and SFL New Investor Shares to a Drag Purchaser. (b) Any exercise of drag by an Individual Dragging Shareholder on the Shares held by Creador, Creador SFL Drag Price Restricted Shares and SFL New Investor Shares shall be subject to this Clause 6.3(b). If such sale is being undertaken after the IPO Due Date but prior to the expiry of 72 (seventy two) months from the Closing Date, then, the Individual Dragging Shareholder shall be entitled to drag the Shares of Creador and SFL (to the extent of SFL New Investor Shares and the Creador SFL Drag Price Restricted Shares), only in compliance with the following: (i) Creador or SFL (to the extent of Creador SFL Drag Price Restricted Shares), the per share price at which such drag right shall be exercised in relation to the Shares held by Creador and in relation to the Creador SFL Drag Price Restricted Shares held by SFL shall be the higher of (“Creador Valuation Threshold”): (X) an IRR of at least 20% on the Creador Per Share Price, or (Y) 2.5 times the Creador Per Share Price; and (ii) SFL (to the extent of SFL New Investor Shares), the per share price at which such drag right shall be exercised in relation to SFL New Investor Shares held by SFL shall be the higher of (“SFL New Investor Valuation Threshold”): (X) an IRR of at least 20% on the SFL New Investor Per Share Price, or (Y) 2 times the SFL New Investor Per Share Price. The Shares being sold by the Dragged Shareholders under Clause 6.3(a) shall be on terms (including price) similar to the terms on which the Individual Dragging Shareholders are transferring their Shares. It is clarified that the valuation protections prescribed above shall not apply on the Shares held by SFL in the Company other than the Creador SFL Drag Price Restricted Shares and the SFL New Investor Securities. After the expiry of 72 (seventy two) months from the Closing Date, any Individual Dragging Shareholder shall be entitled to issue a notice and require all the Dragged Shareholders to sell all but not less than all their Shares to the Drag Purchaser. It is clarified that no Shareholder shall have any price protection upon any Transfers under this Clause 6.3 to the Drag Purchaser after expiry of 72 months from the Closing Date. (c) In the event any Individual Dragging Shareholder intends to exercise its drag right under this Clause 6.3, it shall notify in writing to the Company, Other Shareholders and QMT of its intention to do so and require the identification of a potential Drag Purchaser (“Exit Notice”). Within 15 (fifteen) days from the date of the Exit Notice, a committee shall be formed to identify a potential Drag Purchaser (“Drag Committee”). Any of the Other Shareholders may respectively nominate one representative each on the Drag Committee and the Drag Committee shall be formed consisting of such representatives(along with representative of the Individual Dragging Shareholder); provided that the representative nominated by Creador and SFL New Investors (in the event the SFL New Investors become direct Shareholders in the Company) shall not have the right to exercise any vote in the Drag Committee unless Creador or the SFL New Investor, as the case may be, is an Individual Dragging Shareholder. If at least 2 (two) nominations from the Other Shareholders (the representatives of which are entitled to vote in the Drag Committee) are received including nomination from the Individual Dragging Shareholder, then the Drag Committee shall be deemed to be constituted and all its decisions shall be binding on all Shareholders. However, if such nominations have not been received in 15 (fifteen) days of the Exit Notice, then, the Individual Dragging Shareholder(s) shall not be required to follow the process indicated in this sub-Clause (c) for forming the Drag Committee. The Company and QMT shall undertake and be obligated to render all support and assistance required to the Drag Committee and the Individual Dragging Shareholder, including providing access to information and meetings with management team and/ or Yum. (d) The Drag Committee shall appoint a merchant banker no later than 2 (two) weeks from the date of its formation and the Drag Committee shall attempt to identify a Drag Purchaser with the help of such merchant banker within a period of 3 (three) months from the date of its formation. The Drag Committee shall identify a strategic and/or a financial buyer (which shall be a Person who is not an Affiliate and/or a Related Party of any of the Other Shareholders), determine the best offer, etc. All decisions of the Drag Committee including the determination of the best offer made by the Drag Purchaser shall be approved by majority of the members of the Drag Committee, with each member having one vote; provided that the representative nominated by Creador and SFL New Investors (in the event the SFL New Investors become direct Shareholders in the Company) shall not have the right to exercise any vote in the Drag Committee unless Creador or the SFL New Investor, as the case may be, is an Individual Dragging Shareholder. For the avoidance of doubt, the representatives of GS, CX, Edelweiss and SFL shall have voting rights. All decisions of the Drag Committee shall be minuted and communicated to its members within 7 (seven) days of each meeting. The Drag Committee shall regulate all other matters as it deems fit, in relation to its operation. The determination by the Drag Committee shall be final and binding on the Shareholders and the Company. (e) If the Drag Committee has identified a Drag Purchaser, then, the Individual Dragging Shareholder, on behalf of the Drag Committee shall be entitled to issue a notice (“Drag Notice”) requiring, subject to Clause 6.3(b), all other Shareholders to sell all, and not less than all, of the Shares held by such Shareholder to the Drag Purchaser so identified, at the same price and on the same terms which have been offered to the Individual Dragging Shareholder. Such notice shall be binding on the Shareholders. (f) If, (i) the Drag Committee has not been constituted within 15 (fifteen) days of the date of the Exit Notice; or (ii) if the Drag Committee has even number of members and there is a tie on any matter which cannot be resolved by them within 15 (fifteen) days of such tie; or (iii) the Drag Committee has failed to identity a Drag Purchaser, in accordance with sub-Clause (d) above, within 3 (three) months of the date of its formation, then, any Individual Dragging Shareholder shall have the right to issue a Drag Notice upon receiving a bona fide firm offer from a Drag Purchaser. In any event, if the Drag Committee is dissolved, then the member who initiated the formation of such Drag Committee, may independently continue the process initiated by the Drag Committee and pursue any offer made to the Drag Committee. Notwithstanding anything stated herein, if for any reason whatsoever, the Drag Committee is not constituted in accordance with sub-Clause (c), then, any such Drag Committee shall be subsequently formed only upon written mutual agreement between the Other Shareholders; provided the mutual agreement shall not be required with Creador and SFL New Investors (in the event the SFL New Investors become direct Shareholders in the Company) unless Creador or the SFL New Investor, as the case may be, is an Individual Dragging Shareholder. (g) The Drag Notice shall set out the terms on which shares will be dragged (including the per share price), which terms shall not be less favourable than those offered to the Individual Dragging Shareholder (“Drag Terms”). Subject to Clause 6.3(b), the Drag Notice shall be binding on all the Shareholders. (h) Within a period of 15 (fifteen) days from the Drag Notice, any other Individual Dragging Shareholder can provide a better firm offer/terms than the Drag Terms (“Alternate Offer”). In case multiple Alternate Offers are provided by Individual Dragging Shareholders, then for the purpose of drag under this Clause 6.3, the Alternate Offer which offers the highest per share price to the Shareholders shall deemed to be the “Better Alternate Offer” for the purpose of drag and shall, subject to Clause 6.3(b) be binding on all Shareholders. (i) If no Alternate Offer is received within 15 (fifteen) days from of date of the Drag Notice, then, subject to Clause 6.3(b), all Shareholders will be obligated to transfer their Shares in terms of the Drag Notice to the Drag Purchaser on the Drag Terms. In the event an Alternate Offer or Better Alternate Offer, as the case may be, is received within the said period of 15 (fifteen) days, the Individual Dragging Shareholder which has received the Alternate Offer or Better Alternate Offer, as the case may be, shall, subject to Clause 6.3(b), be entitled to require the Dragged Shareholders to sell all, and not less than all, the Shares of the Dragged Shareholders, by issuing a Drag Notice. (j) The Transfer under sub-Clause (d) or sub-Clause (f) or sub-Clause (h), as the case may be, shall be completed, as soon as possible, but no later than 45 (forty-five) days from the issue of the Drag Notice. This period shall stand extended for approval required from Yum or any approval from a Government Authority. (k) Any exercise of drag along right under this Clause 6.3 on Shares held by QMT and SFL shall be subject to compliance with the requirements of Clauses 5.1(b) and 5.11. Without prejudice to the foregoing, in the event QMT is required to only sell a part of its shareholding in the Company, then QMT may at its option tag along up to all of its remaining shares in the Company by giving a notice to the Shareholder(s) exercising the drag of not less than 15 (fifteen) days. It is also agreed that: (a) In the event that RN Stockholder Creador issues an Exit Notice in accordance with Clause 6.3(c), the rights available with Creador under Clause 5.11 on occurrence of a CoC Transaction shall fall away; and (for so long as such Stockholder owns at least twenty-five percent (25%b) of In 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, event SFL issues an “Original Stockholder”) shall have jointly entered into an agreement Exit Notice in accordance with any Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 shall be exercised by written notice (the “Drag-Along Notice”Clause 6.3(c) to the Drag-Along Party, at least thirty (30) days prior effect that the drag along rights under this Clause 6.3 are proposed to closing be exercised in relation to the SFL New Investor Shares of the proposed Transfer, of the identity of the Drag-Along Purchaserany SFL New Investor, the consideration offered rights available with such SFL New Investor under Clause 5.11 on occurrence of a CoC Transaction shall fall away. (l) Subject to Clause 5.11, subsequent to sale of Shares of QMT in the manner specified in Clause 6.3: (i) for the transferring Stockholder’s Voting Stock (remaining Shares held by it in the “Drag-Along Price”)Company, 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 QMT shall be obligated to sell all of its Voting Stock to the Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder deemed as an Other Shareholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of exercise only such Transfer (which anticipated date, place and time shall be designated rights as are mentioned in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and Clause 5.11; (ii) the liability for indemnificationobligations of QMT as set out under Clause 5.1(b) shall cease to apply; and (iii) the Company shall undertake transactions with a Related Party (including any mergers, if anychange of control events, acquisitions or sale of assets, in each case, involving any Related Party) only on an arms’ length basis and at or above the fair market value. (m) Upon receipt of a Drag Notice, the Company, QMT and the Dragged Shareholders shall take all such Drag Along Party actions as may be required, provide its full cooperation including execute all such documents, and do and perform, and cause to be done and performed such further acts and things as may be necessary in order to give full effect to the drag right under this Clause 6.3, in a timely manner and in any event within such time period as may be specified in the Proposed Sale and for Drag Notice, in order to successfully complete the inaccuracy drag sale contemplated in this Clause 6.3, including with respect to complying with the requirements of any representations and warranties made the Yum Documents. For purposes of this Clause 6.3(l), "fair market value" shall be determined by an independent valuer selected by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion Board from amongst the Big 4 Firms. (n) Any exercise of drag along right under the provisions of this Clause 6.3 shall be subject to the amount compliances and requirements under the Yum Documents. (o) Notwithstanding anything in the Transaction Documents, all rights and obligations of consideration paid QMT (including the obligations of QMT towards Yum) under the Transaction Documents and Yum Documents shall stand automatically assigned to the Original Stockholders and any other Drag Along Parties Purchaser in the Proposed Salemanner specified in Clause 17.7.5. (p) Nothing under this Clause 6.3 shall apply and this Clause 6.3 shall stand nullified and of no effect upon CoC Transaction being consummated pursuant to this Clause 6.3. (q) The Parties agree that, on any exercise of drag under this Clause 6.3, the Individual Dragging Shareholders and the members of the Drag Committee shall make best efforts to ensure that the Tax exposure of the Dragged Shareholders on the sale of their Shares in the Company is to as little as reasonably possible.

Drag Along Right. (a) In Subject to Section 9.05, in connection with the event proposed Transfer (by merger, consolidation, sale or otherwise and whether in one transaction or a series of related transactions) that RN Stockholder would result in a Deemed Liquidation Event (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 Person (such Person, a “Drag-Along PurchaserSale”) regarding ), the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock Majority Member (the “Drag-Along PartySeller”) to include all of may at its Voting Stock in such sale option (the “Drag-Along RightRights”)) require each other Member to: (i) Transfer a pro rata portion of its Membership Interests in such Drag -Along Sale on the same terms and conditions applicable and for the same type of consideration payable as the Drag-Along Seller and (ii) agree to vote to approve such transaction, waive all dissenters’ rights and otherwise take all other actions necessary or desirable to consummate the Drag-Along Sale as requested by the Drag-Along Seller. (b) If the Drag-Along Seller elects to exercise its Drag-Along Rights, the Drag-Along Seller shall provide notice of such Drag-Along Sale to the other Members (a “Drag-Along Sale Notice”) not later than 15 Business Days prior to the proposed Drag-Along Sale. The Drag-Along Right Sale Notice shall identify the purchaser in the Drag-Along Sale, the number and class of Membership Interests subject to the Drag-Along Sale, the consideration for which a Transfer is proposed to be exercised by written notice made (the “Drag-Along NoticeSale Price”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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 all other material terms and conditions of the proposed Transfer Drag-Along Sale. Each other Member shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender a pro rata portion of its Membership Interests as set forth below. (c) If requested by the Drag-Along Seller, not later than 10 Business Days after the date of the Drag-Along Sale Notice (the “Drag-Along TermsSale Notice Period”). The Drag-Along Party , each other Member shall be obligated deliver to sell all of its Voting Stock to the Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding representative of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be Seller designated in the Drag-Along TermsSale Notice (i) the certificates and other applicable instruments representing the Membership Interests of such other Member to be included in the Drag-Along Sale, together with a notarized, limited power-of-attorney authorizing the Drag-Along Seller or its representative to Transfer such Membership Interests on the terms set forth in the Drag-Along Sale Notice and wire transfer or other instructions for payment of the consideration for the Membership Interests being Transferred in such Drag-Along Sale and/or (ii) all other documents required to be executed in connection with the Drag-Along Sale. If a Member should fail to deliver such certificates or other applicable instruments to the Drag-Along Seller, the Company (subject to Section 9.04(d)) shall cause the books and records of the Company to show that such Membership Interests are bound by the provisions of this Section 9.04 and that such Membership Interests shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof. (d) The Drag-Along Seller shall have a period of 120 days from the date of delivery of the Drag-Along Sale Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice; provided, that, if such Drag-Along Sale is subject to regulatory approval, such 120-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 240 days following the date of delivery of the Drag-Along Sale Notice. If the Drag-Along Sale shall not have been consummated during such period, the Drag -Along Seller shall return to each of the other Members the limited power-of-attorney and all certificates and other applicable instruments representing Membership Interests that such other Members delivered for Transfer pursuant hereto, together with any other documents in the possession of the Drag-Along Seller executed by the other Members in connection with the proposed Drag-Along Sale, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Membership Interests owned by the other Members shall again be in effect. (e) Promptly after the consummation of the Drag-Along Sale pursuant to this Section 9.04, the Drag-Along Party Seller shall deliver an assignment agreement transferring all (i) notify the other Members thereof, (ii) if not remitted directly to the other Members, remit to each other Member the total consideration for the Membership Interests of its Voting Stock, duly executed, free and clear such other Member Transferred pursuant thereto less the other Member’s pro rata share of any Liensescrows, against delivery holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with Section 9.05, with the cash portion of the purchase price thereforpaid by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by such Members and (iii) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the other Members. Each party If not remitted directly to the other Members, the Drag-Along Seller shall bear its own expenses promptly remit to the other Members any additional consideration payable upon the release of any escrows, holdbacks or adjustments in connection with a purchase price. (f) Notwithstanding anything contained in this Section 9.04, there shall be no liability on the part of the Drag-Along Seller to the other Members (other than the obligation to return the limited power-of-attorney and the certificates and other applicable instruments representing Membership Interests received by the Drag-Along Seller) or any other Person if the Transfer of Membership Interests pursuant to this Section 3.069.04 is not consummated for whatever reason, regardless of whether the Drag-Along Seller has delivered a Drag-Along Sale Notice. Whether to effect a Transfer of Membership Interests pursuant to this Section 9.04 by the Drag-Along Seller is in the sole and absolute discretion of the Drag-Along Seller. (bg) Notwithstanding The provisions of this Section 9.04 shall terminate upon the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer consummation of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Salean IPO.

Drag Along Right. (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 Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, Talecris LLC proposes to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock Sell (the “Drag-Along PartySale”) all or any portion of the Shares held by it to include all a Third Party in a single transaction or series of its Voting Stock related transactions that would result in such sale (Third Party and its Affiliates becoming the “beneficial owner, directly or indirectly, of 50% or more of the Fully Diluted Common Shares of the Company, Talecris LLC may require each Bayer Party to participate in such Drag-Along Right”). The Sale and Sell the same percentage of its Common Shares, as the Fully Diluted Common Shares that would be Sold by Talecris LLC, assuming the conversion, exercise or exchange of all Equity Interests of the Company, represent to the total number of Fully Diluted Common Shares that would be held by Talecris LLC, assuming the conversion, exercise or exchange of all Equity Interests of the Company, on the same terms and conditions and at the same time or times as applicable to Talecris LLC. (b) Talecris LLC shall, promptly upon determining the terms of the Drag-Along Right shall be exercised by Sale, deliver to each Bayer Party written notice (the “Drag-Along Notice”) to specifying the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the material terms of the Drag-Along Purchaser’s financing (if any and if known)Sale, including the anticipated date of closing identity 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 purchaser to sell all of its Voting Stock to which the Drag-Along Purchaser Sale is proposed to be made, the terms per Fully Diluted Common Share of such Sale and the costs expected to be incurred by Talecris LLC in connection with such Sale. In connection with any such Sale, each Bayer Party will agree (i) to make or agree to any customary representations, covenants, indemnities and agreements as Talecris LLC so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the numbers of Fully Diluted Common Shares into which Shares sold by each Stockholder are convertible, exercisable or exchangeable and (ii) to pay their proportionate share of the reasonable and documented costs (including, without limitation, reasonable legal fees and expenses) incurred by each of Talecris LLC and the Bayer Parties in connection with such Drag-Along Terms at a price equal Sale to the product of extent not paid or reimbursed by the Company or the Third Party. (xc) Each Bayer Party agrees that it will deliver at the ratio of the percentage of ownership of Voting Stock then outstanding closing of the Drag-Along Party over Sale certificates evidencing the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled Common Shares to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of sold by such Transfer (which anticipated date, place and time shall be designated Bayer Party in the Drag-Along Terms)Sale duly endorsed in blank or accompanied by written instruments of transfer in form reasonably satisfactory to Talecris LLC executed by such Bayer Party, and each Bayer Party shall execute such other documents of transfer that Talecris LLC may reasonably request in order to consummate the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery Sale at the time specified by Talecris LLC. (d) On the date of the purchase price therefor. Each party consummation of the Drag-Along Sale, Talecris LLC shall bear remit or cause to be remitted to each Bayer Party its own expenses portion of the consideration for the Common Shares sold pursuant thereto less its proportionate share of the reasonable and documented costs (including, without limitation, reasonable legal fees and expenses) incurred in connection with a Transfer such Drag-Along Sale, including costs incurred by the Bayer Parties, to the extent not paid or reimbursed by the Company or the Third Party. (e) Anything herein to the contrary notwithstanding, Talecris LLC shall have no obligation to any Bayer Party to Sell any Shares pursuant to this Section 3.063.04 as a result of any decision by Talecris LLC not to accept or consummate any Drag-Along Sale (it being understood that any and all such decisions shall be made by Talecris LLC in its sole discretion). The Bayer Parties shall not be entitled to make any Sale of Common Shares directly to any Third Party pursuant to a Drag-Along Sale (it being understood that all such Sales shall be made only on the terms and pursuant to the procedures set forth in this Section 3.04). (bf) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion anything to the amount contrary in Section 3.04, Talecris LLC may not require any Bayer Party to participate in any Drag-Along Sale during the period after Bayer has given a Notice of consideration paid Election pursuant to Section 2.01(a) and before the earlier of the payment of the Put Price and withdrawal by Bayer of the Notice of Election. (g) This Section 3.04 shall terminate immediately prior to the Original Stockholders and any other Drag Along Parties in the Proposed Saleconsummation of an IPO.

Drag Along Right. Notwithstanding any other provision of this Section 2: (a) In the event that RN Stockholder (for so long as such Stockholder Acorn Energy owns at least twenty-five more than fifty percent (2550%) of the then Company's issued and outstanding capital stock and Acorn Energy desires to accept a bona fide offer (a “Purchase Offer”) from any person or persons, other than an Affiliate or another Stockholder, to purchase all (a “Divestiture”) the shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) Stock then held by Acorn Energy, then Acorn Energy shall promptly deliver to each 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 Person (such Person, other Stockholders a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 shall be exercised by written notice (the “Drag-Along Purchase Offer Notice”) stating Acorn Energy's intention to sell such shares pursuant to such Purchase Offer and setting forth the Drag-Along Partyterms and conditions of such Purchase Offer, at least thirty (30) days prior to closing of the proposed Transferincluding, of without limitation, the identity of the Drag-Along Purchaser, proposed purchaser and the amount and type of consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) therefor. The Purchase Offer Notice shall include a copy of Article IV any written offer, letter of the Charter intent, term sheet or contract of sale pertaining to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06Purchase Offer. (b) Notwithstanding In connection with a Divestiture, if Acorn Energy owns more than fifty percent (50%) of the foregoingCompany's issued and outstanding capital stock, a it shall have the right (“Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed SaleRight”) unless to require each other Stockholder to participate in such sale of Common Stock by Acorn Energy on the terms and conditions set forth in the Purchase Offer Notice (iwhich shall be the same terms and conditions (on a per share basis) as are applicable to Acorn Energy's sale of shares of Common Stock to the proposed purchaser). Such Drag Along Party Right shall not be liable for exercisable by Acorn Energy including in its Purchase Offer Notice a statement to the inaccuracy of any representation or warranty made by any other Person effect that Acorn Energy elects to exercise its Drag Along Right in connection with the Proposed Sale, other than proposed sale. At any time prior to the Company and (ii) the liability for indemnification, if any, closing of such sale, Acorn Energy may withdraw its election to exercise its Drag Along Party in Right upon written notice to the Proposed Sale Stockholders. (c) The closing of the purchase and for the inaccuracy sale of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion shares of Stock to be sold pursuant to the amount Drag Along Right shall occur concurrently with the closing of consideration paid the sale of the shares of the Stock by Acorn Energy, which shall be a date not less than sixty (60) days after the giving of the Purchase Offer Notice. At any such closing, each Stockholder shall deliver to the Original purchaser a certificate or certificates representing the number of shares of Stock to be sold by such Stockholder, duly endorsed in blank or accompanied by a duly executed stock power in blank, with signatures duly guaranteed and all requisite stock transfer stamps affixed thereto. All Stockholders shall be treated equally under this Section 2.5. It shall be a condition of the obligation to sell under this Section 2.5 that all facts and circumstances and all material aspects of any other Drag Along Parties in the Proposed Saletransaction under this Section 2.5 shall be disclosed. The provisions of this Section 2.5 shall terminate upon an IPO.

Drag Along Right. (a) In the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) If holders of a majority of the then outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) class B common stock of the then outstanding shares of Voting Stock) Company (for purposes of this Section 3.06, each, an the “Original StockholderClass B Majority”) consent to engage in the Sale of the Company (as defined below), then the Class B Majority shall have jointly entered into an agreement with any Person the right to require all of the remaining stockholders of the Company (the “Remaining Stockholders”) to participate in such Person, Sale of the Company on a pro rata basis and otherwise on the same terms and conditions as those agreed to by the Class B Majority (“Drag-Along PurchaserRights”) regarding ). If the Transfer of all of Class B Majority elect to exercise their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock (the “Drag-Along Party”) Rights in connection with such a transaction, they shall deliver, or instruct the Company to include all of its Voting Stock in such sale deliver, a notice to each Remaining Stockholder (the “Drag-Along Right”). The Drag-Along Right shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), setting forth the terms of the transaction, including the proposed closing date for its consummation, which shall not be less than twenty (20) days from the date of such Drag-Along Purchaser’s financing Notice, and all documents required to be executed by each Remaining Stockholder in order to consummate such transaction. Each Remaining Stockholder shall deliver to the Class B Majority, within ten (if any and if known), the anticipated date 10) days of closing receipt of the proposed Transfer and any other material terms and conditions of the proposed Transfer (the “such Drag-Along Terms”). The Notice, a countersigned copy of such Drag-Along Party shall be obligated Notice and all such other documents previously furnished to sell all of its Voting Stock such Remaining Stockholder for execution in connection with such transaction. If any Remaining Stockholder fails to the execute and deliver such Drag-Along Purchaser on Notice and other documents within such ten-day period, then any officer of the Company shall have the authority to execute such Drag-Along Terms at 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 price equal power 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 product Remaining Stockholder’s shares of (x) common stock on the ratio closing date of such sale. Each Remaining Stockholder hereby irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights relating to the Sale of the percentage Company or any related transaction that such Remaining Stockholder or any other person may have by virtue of, or with respect to, any shares of ownership Company common stock owned by the Remaining Stockholder. For purposes of Voting Stock then outstanding this Section 12, “Sale of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding Company” shall mean each of the transferring Stockholder and following events: (ya) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (merger or consolidation in which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable 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 inaccuracy 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 representation subsidiary of the Company of all or warranty made by any other Person in connection with substantially all or a significant portion of the Proposed Sale, other than assets of the Company and its subsidiaries, taken as a whole, or the sale or disposition (iiwhether by merger, consolidation or otherwise) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy one (1) or more subsidiaries of any representations and warranties made by the Company in connection with if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such Proposed Salesubsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is several and not joint with any other Person, and is pro rata in proportion to a wholly owned subsidiary of the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed SaleCompany.

Drag Along Right. (a) In the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) 13.1 If any 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 StockShareholder(s) (for purposes the "Dragging Shareholders") proposes to Transfer, whether through a single transaction or a series of this Section 3.06related transactions, each, an “Original Stockholder”) shall have jointly entered into an agreement with any Person such number of Securities held by them which in aggregate would constitute a Change of Control (such Person, a “"Drag-Along Purchaser”Sale"), the Dragging Shareholders may require all other Shareholders (other than (i) regarding the Transfer of NIP Shareholders, unless the Dragging Shareholders include all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent the NIP Founder Holdcos; and (15%ii) the VE Financial Shareholders unless the Dragging Shareholders include all of the then outstanding shares of Voting Stock VE Founder Holdcos) (the “"Dragged Shareholders") to participate in such Drag-Along Party”) to include all of its Voting Stock Sale in such sale (the “Drag-Along Right”). The Drag-Along Right shall be exercised by written notice (the “Drag-Along Notice”) to accordance with this Clause 13, provided that the Drag-Along Party, at least thirty Sale (30including such price and terms thereof) days prior has been approved as a Shareholders Reserved Matter following the Requisite Approvals and agreed to closing by all of the proposed TransferFounder Parties in writing. For the avoidance of doubt, of the identity provisions under Clause 12 shall not apply to a Drag-Along Sale. 13.2 Within five (5) calendar days after entering into any binding agreement (in the form approved as a Shareholders Reserved Matter for purposes of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock Sale) (the “Drag-Along Price”"Sale Agreement"), the terms Dragging Shareholders shall deliver a written notice (the "Tag Notice") to all other Shareholders (the "Tag Holders") stating: (a) the name and address of the proposed Qualified Third Party(ies) for the Drag-Along Purchaser’s financing Sale (if any and if knownthe "Tag Transferee"), ; (b) the anticipated number of Securities to be Transferred; (c) the expected date of closing consummation of the proposed Transfer and any other material terms and conditions of the proposed Transfer (the “Drag-Along Terms”Sale; (d) a representation that the Tag Transferee has been informed of the Tag-Along Right; (e) a representation that no consideration is being provided to any Dragging Shareholder that is not reflected in the price to be paid to such Tag Holder (if it exercises the Tag-Along Right); and (f) a representation that the Tag Transferee is a Qualified Third Party. The Tag Notice shall be accompanied by true and complete copies of all agreements (including the Sale Agreement) between the Dragging Shareholders and the Tag Transferee regarding the proposed Drag-Along Party shall Sale. For the avoidance of doubt, for the purposes of this Clause 13, the Shareholders who have a Tag-Along Right are the same Shareholders who may be obligated to sell all of its Voting Stock subject to the Drag-Along Purchaser on Drag Notice. 13.3 The Dragging Shareholders may, within five (5) calendar days after the Drag-Along Terms at a price equal to the product of (x) the ratio date of the percentage of ownership of Voting Stock then outstanding Tag Notice, by delivering a notice in writing (a "Drag Notice") on each of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; providedDragged Shareholders, however, that the holders of shares of Preferred Stock shall be entitled require each Dragged Shareholder to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated participate in the Drag-Along TermsSale by Transferring all of such Securities registered in the name of such Dragged Shareholder (the "Dragged Shares"), subject to the terms and on the date of completion of the Sale Agreement (which shall not be less than thirty (30) calendar days after the date of the Drag Notice) (the "Drag Completion Date") as stipulated in the Drag Notice. If the Drag-Along Party Sale contemplated in the Sale Agreement is not completed on or prior to the Drag Completion Date, the Drag Notice shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06lapse. 13.4 The price for each Dragged Share shall: (a) be equal to the highest consideration offered for each Security in the Company in the Sale Agreement; (b) Notwithstanding be in the foregoingsame form as that offered for each Security in the Company in the Sale Agreement; and (c) shall be paid at the same time as the consideration is payable under the Sale Agreement (or, if later, on the Drag Completion Date) and shall be subject to the same payment terms. 13.5 For the avoidance of doubt, all Dragged Shareholders' obligations under this Clause 13 to Transfer the Dragged Shares shall apply regardless of whether the Dragged Shares are of the same class or type of Securities of the Company which the Dragging Shareholders propose to Transfer, provided that, to the extent such a difference in class or type exists, the consideration payable to the Dragged Shareholders for the Dragged Shares shall be calculated as if all Securities of the Company held by the applicable Dragging Shareholders and the Dragged Shareholders which will be subject to a Transfer under this Clause 13 (assuming the Dragging Shareholders exercise their drag-along rights in full) had been converted into Ordinary Shares on the date immediately prior to the date of the Drag Along Party will Notice (to the extent not already in the form of Ordinary Shares) at the conversion price which would be applicable on such date had such conversion occurred on such date. 13.6 Any Transfer by a Dragged Shareholder shall be made on substantially the same terms and conditions as described in the Sale Agreement. However, the Dragged Shareholders shall not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of make any representation or warranty made by to the proposed Qualified Third Party(ies), other than as to good title to any other Person Dragged Shares, absence of liens with respect to such Dragged Shares, customary representations and warranties concerning the Dragged Shareholder's power and authority to undertake the proposed Transfer and the validity and enforceability of the Dragged Shareholder's obligations in connection with it. If any or all Dragged Shareholders are required to provide any indemnity under the Proposed SaleSale Agreement, other than the Company each Dragged Shareholder's liability under such indemnity shall be several only and (ii) the liability for indemnification, if any, of such Drag Along Party limited in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion amount to the amount proportion of consideration paid its Dragged Shares that bears to the Original Stockholders and any other Drag Along Parties total number of Dragged Shares that are the subject of the Sale Agreement. 13.7 Clauses 13.1 to 13.6 shall not apply to the extent that the price, in cash or cash equivalents, for each Dragged Share does not represent a Fair Market Value for an arm's length sale as determined by an Independent Valuer, or is not in cash or cash equivalents. 13.8 The obligations under this Clause 13 shall be terminated upon the Proposed Saleconsummation of the Qualified IPO.

Drag Along Right. If and to the extent the pre-emption right under section 17 is not duly exercised, the following shall apply: 18.1 A Selling Shareholder intending to sell all of its Shares to any bona fide third party which must not be an Affiliate of such Selling Shareholder and must be dealing at arm’s length, shall be entitled to require the other Shareholder (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 Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock (the “Drag-Along PartyShareholder”) to include sell and transfer all of its Voting Stock in such sale Shares (“Dragged Shares”) on the same terms (“Drag-Along Right”). The ) as the Selling Shareholder to the third party. 18.2 To exercise a Drag-Along Right Right, the Selling Shareholder shall be exercised request the sale and transfer of the Dragged Shares by the Drag-Along Shareholder to the third party by written notice to the Drag-Along Shareholder no later than 30 Business Days following the Purchase Option being delivered to the Drag-Along Shareholder (the “Drag-Along Notice”) to ). 18.3 Within 10 Business Days following the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity receipt of the Drag-Along PurchaserNotice, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the terms of the Drag-Along Purchaser’s financing Shareholder shall sell its Dragged Shares to the third party (if any and if known), i) on the anticipated date of closing of the proposed Transfer and any other material same terms and conditions of as the proposed Transfer Selling Shareholder sells its Shares to the third party but not on terms and conditions less favourable than set out in the Purchase Option and (ii) subject to the “Drag-Along Terms”). The Drag-Along Party shall be obligated to sell all disposal of its Voting Stock Shares by the Selling Shareholder to the Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; third party, provided, however, that the holders liability of shares of Preferred Stock the Shareholders under such definitive agreements shall be entitled several and not joint and several. 18.4 Each Shareholder undertakes to be paid take all actions necessary for a sale to the amount determined pursuant to Section 3(c) of Article IV third party following the exercise of the Charter Drag-Along Right, according to the extent applicable. At provisions of this section. 18.5 The Selling Shareholder shall have a period of 10 Business Days from the closing date of such Transfer (which anticipated date, place the delivery of the Drag-Along Notice to consummate the sale and time shall be designated transfer on the terms and conditions set forth in the Drag-Along TermsNotice, provided, however, that, if such sale and transfer is subject to governmental or regulatory consents, approvals or clearances (including expiration or termination of all applicable waiting periods under applicable law), such 10 Business Days period shall be extended until the expiration of 10 Business Days after all such consents, approvals or clearances (including expiration or termination of all applicable waiting periods under applicable law) have been received, but in no event later than nine months following the date of the delivery of the Drag-Along Party Notice. If the sale and transfer shall deliver an assignment agreement transferring all of its Voting Stocknot have been consummated during such period, duly executed, free and clear of the Selling Shareholder shall return to the Drag-Along Shareholder any Liens, against delivery documents in the possession of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made Selling Shareholder executed by the Company Drag-Along Shareholder in connection with such Proposed Sale, is several proposed sale and not joint with any other Persontransfer, and is pro rata all the restrictions on transfers of Shares contained in proportion this Agreement or otherwise applicable at such time with respect to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties Shares shall again be in the Proposed Saleeffect.

Drag Along Right. ‌ (a) In the event that RN Stockholder the buy-back as provided in Clause 8.5(a) is not completed within a period of 180 (one hundred and eighty) days from the expiry of the Extended Exit Period, then any of the Investors (for so as long as such Stockholder owns they hold at least twenty-5% (five percent (25%percent) of the then outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) Share Capital of the then outstanding shares of Voting StockCompany, on a Fully Diluted Basis) (for purposes of this Section 3.06“Dragging Shareholder”), each, an “Original Stockholder”) shall have jointly entered into the right, exercisable by written notice to the Company (“Drag Along Notice”), to require the carrying out of a Drag Sale, in a manner determined by the Dragging Shareholder in conjunction with an agreement with any Person offer received from a Third Party (such Person, a the “Drag-Along Drag Sale Purchaser”) regarding the Transfer (including by way of all sale of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) Investment Securities of the then outstanding shares Company, sale of Voting Stock Assets of the Company, or a merger or amalgamation), in the manner set out in this Clause 8.6, provided that the price (on a per Investment Security basis) payable to all the Shareholders who are being dragged (“Drag-Along PartyDragged Shareholder(s)”) and the Dragging Shareholder in the Drag Sale is the same and is such that, unless such Dragged Shareholder consents to include all otherwise, such Dragged Shareholder receives an IRR of its Voting Stock in such sale (the “Drag-Along Right”). The Drag-Along Right shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty 15% (30fifteen per cent) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock on its Aggregate Investor Investment (the “Drag-Along Price”as defined in SCHEDULE V), 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding All Parties hereby agree that if they are a Dragged Shareholder, they shall: (a) Transfer all (and not less than all, unless agreed otherwise by the foregoingDragged Shareholder) the Investment Securities of the Company held by them to the Drag Sale Purchaser, in furtherance of a Drag Along Party will not Sale, provided that the price (on a per Investment Security basis) offered to the Dragged Shareholder shall be the same as that offered to the Dragging Shareholder and in accordance with Clause 8.6 and the Dragging Shareholder Transfers all its Investment Securities to the Drag Sale Purchaser on the same terms and conditions and the same time as the Transfer by the Dragged Shareholders; (b) vote, as Shareholders of the Company and as holders of Investment Securities, in favour of a Drag Sale; and (c) execute and deliver any and all agreements, certificates, deeds, instruments and other documents reasonably required to comply with Section 3.06(a) above in connection with any proposed Transfer therewith and to take all other steps requested by the Dragging Shareholder to cause such Drag Sale to be consummated, including, as appropriate, exercising their best efforts to cause their respective nominee Directors to vote, as Directors (subject to the fiduciary duties of Voting Stock such Directors), to approve the Drag Sale. (the “Proposed Sale”c) unless (i) Upon receipt of the Drag Along Party Notice, the Company shall forthwith send such notice to all the Dragged Shareholders. A Drag Along Notice shall be revocable by the Dragging Shareholder by written notice to the Company at any time before the completion of the Drag Sale, and any such revocation shall not be liable for prohibit the inaccuracy of any representation or warranty made by any other Person in connection Dragging Shareholders from serving a further Drag Along Notice subject to fresh compliance with the Proposed Saleprocedure laid down under this Clause 8.6. On receipt of the Drag Along Notice, other than the Dragged Shareholders hereby agree and undertake not to, directly or indirectly, approach the Drag Sale Purchaser to propose or negotiate any transaction in relation to the securities or Assets of the Company. (d) The Company and the Promoter agree to provide such access and information as may be requested by the Drag Sale Purchaser, co-operate in any due-diligence conducted by such Drag Sale Purchaser, and provide such (a) representations, warranties and related indemnities with respect to the operations of the Company as are customary for such transactions; and (iib) the liability for indemnificationcovenant to not compete, if any, of as may be required by such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed SalePurchaser.

Drag Along Right. (a) In the event that RN Stockholder (for so long as such Stockholder owns If Parent at least twenty-five percent (25%) any time proposes to sell or dispose of Shares representing more than 50% of the Shares 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 to any Person or Persons other than an Affiliate of Parent (such Person, a “transferee Person or Persons are hereinafter referred to collectively as the Drag-Along Purchaser”) regarding Purchasers), Parent shall have the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock right (the “Drag-Along Party”) to include all of its Voting Stock in such sale (the “Drag-Along Right”). The Drag-Along Right shall be exercised by written notice () to require the “Drag-Along Notice”) Stockholder to sell or dispose to the Drag-Along Party, at least thirty Purchasers such number of outstanding Shares owned by the Stockholder determined in accordance with this Section 3.01 (30a Drag-Along Disposition Transaction). Parent shall send a written notice (a Drag-Along Notice) to the Stockholder not less than 30 days prior to closing the date upon which such sale or disposition is scheduled to close. Each Drag-Along Notice shall (i) specify in reasonable detail all the terms and conditions upon which such sale or disposition is to occur and (ii) make reference to this Section 3.01 and state that the Stockholder is obligated to sell or dispose of its Drag-Along Shares (as defined below) pursuant to such sale. (b) In connection with any Drag- Along Disposition Transaction, (i the Stockholder shall be required to sell or dispose of the proposed Transfer, number of the identity of remaining Shares (the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”Shares), 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Pricerequested by Parent; provided, however, that the holders percentage of shares the total number of Preferred Stock remaining Shares then owned by the Stockholder represented by such Drag-Along Shares shall be entitled equal to the percentage of the total number of outstanding Shares then owned by Parent to be paid sold by Parent. Unless the Stockholder agrees otherwise, the Stockholder shall receive as consideration upon such sale or disposition for his Shares the same type of consideration and the same amount determined pursuant to Section 3(c) of Article IV of consideration per share and on the Charter same terms and conditions as are applicable to the Shares to be sold by Parent. The Stockholder shall agree to the same covenants, representations and warranties as Parent agrees to in connection with the proposed sale. To the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated Stockholder is required to provide indemnification in connection with the Drag-Along Terms)Disposition Transaction, the monetary indemnification obligations of the Stockholder shall be limited to the fair market value of the cash, property and other assets received by the Stockholder in such Drag-Along Party Disposition Transaction; provided, however, that this limitation shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear not apply in respect of any Liensrepresentations, against delivery of warranties or covenants that are personal in nature to the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant Stockholder (e.g., title to this Section 3.06Shares being transferred). (bc) Notwithstanding Each of Parent and each Drag-Along Purchaser shall have the foregoingright, a Drag in its sole discretion, at all times prior to consummation of the proposed Drag-Along Party will not be required Disposition Transaction, to comply abandon or otherwise terminate such transaction, and neither Parent nor any Drag-Along Purchaser shall have any liability or obligation to the Stockholder with Section 3.06(arespect thereto by virtue of such abandonment or termination; provided, however, that the Company shall promptly pay to the Stockholder his reasonable out-of-pocket costs and expenses (if any) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person incurred in connection with the Proposed Sale, other than transaction through the Company and (ii) the liability for indemnification, if any, date of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Saleabandonment or termination thereof.

Drag Along Right. (a) In the event that RN Stockholder (for so So long as such Stockholder owns at least twenty-five percent the Company has not completed an IPO, subject to Section 2.8(a), if (25%i) on or prior to the third anniversary of the then outstanding shares of Voting StockClosing Date the Principal Investors acting unanimously or (ii) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) following the third anniversary of the then outstanding shares of Voting Stock) Closing Date the Requisite Investors (for purposes of this Section 3.06the “Initiating Stockholders”), each, an “Original Stockholder”) shall have jointly entered into an agreement with any Person (such Person, a “Drag-Along Purchaser”) regarding the desire to Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock (the “Drag-Along PartyTransfer”) a number of Equity Securities to include a (x) non-Affiliate of any such Investor and its Affiliates or (y) to a Person in which any such Investor, together with its Affiliates, holds no more than 20% of the outstanding equity interests, in a single transaction or series of related transactions (other than Transfers pursuant to the Registration Rights Agreement or Transfers to any Permitted Transferees of the Initiating Stockholders), including a merger, consolidation or similar transaction, such that the transaction or series of transactions would result in a Change of Control (taking into account all interests being “dragged”) (a “Drag Transaction”), then if requested by the Initiating Stockholders each other Stockholder (together with its Affiliates) (a “Selling Stockholder”) shall be required to sell the same proportion of its Voting Stock Equity Securities as is being Transferred by the Initiating Stockholders of the Equity Securities held by them in such sale Drag Transaction in accordance with this Section 3.5. (the “Drag-Along Right”). b) The Drag-Along Right consideration to be received by a Selling Stockholder shall be exercised the same form and amount of consideration per share to be received by the Initiating Stockholders, and the terms and conditions of such Drag Transaction shall be the same as those upon which the Initiating Stockholders sells its Equity Securities. In connection with the Drag Transaction, the Selling Stockholder will agree to make or agree to the same customary representations, covenants, indemnities and agreements as the Initiating Stockholders so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each Stockholder; provided, however, that (i) any general indemnity given by the Initiating Stockholders, applicable to liabilities not specific to the Initiating Stockholders, to the purchaser in connection with such sale shall be apportioned among the Initiating Stockholders and the Selling Stockholders according to the consideration received by each such Initiating Stockholder and Selling Stockholder and shall not exceed such Initiating Stockholder’s or Selling Stockholder’s proceeds from the sale, (ii) any representation relating specifically to a Stockholder and/or its ownership of the Equity Securities to be Transferred shall be made only by such Stockholder and (iii) in no event shall any such Stockholder be obligated to agree to any non-competition covenant, employee non-solicit covenant or other similar agreement restricting the business operations of the Stockholder as a condition to participating in such Transfer. (c) Subject to the provisions of Section 2.4, in connection with any Drag Transaction, each Selling Stockholder shall be required to vote, if required by this Agreement, the Initiating Stockholders or otherwise, its shares of Voting Securities in favor of such Drag Transaction at any meeting of the Company’s stockholders called to vote on or approve such Drag Transaction and/or to consent in writing to such Drag Transaction, to use its reasonable best efforts to cause any individuals designated by such Selling Stockholder to serve on the Board to vote in favor of such Drag Transaction at any meeting of the Board called to vote on or approve such Drag Transaction and/or to consent in writing to such Drag Transaction, and to waive all appraisal rights, if any, in connection with such Drag Transaction. (d) The fees and expenses, other than those payable to any Stockholder or any of their respective Affiliates, incurred in connection with a Drag Transaction under this Section 3.5 and for the benefit of all Stockholders (it being understood that costs incurred by or on behalf of a Stockholder for his, her or its sole benefit will not be considered to be for the benefit of all Stockholders), to the extent not paid or reimbursed by the Company or the Transferee or acquiring Person, shall be shared by all the Stockholders on a pro rata basis, based on the consideration received by each Stockholder; provided that no Stockholder shall be obligated to make any out-of-pocket expenditure in respect of such fees or expenses prior to the consummation of the Drag Transaction (excluding de minimis expenditures). (e) The Initiating Stockholders shall provide written notice (the “Drag-Along Notice”) to each other Selling Stockholder of any proposed Drag Transaction as soon as practicable following its exercise of the rights provided in Section 3.5(a). The Drag-Along Party, at least thirty (30) days prior to closing of Notice will include the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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 Drag Transaction, including (i) the name and address of the proposed transferee, (ii) the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Initiating Stockholders will provide such information, to the extent reasonably available to the Initiating Stockholders, relating to such non-cash consideration as the Selling Stockholders may reasonably request in order to evaluate such non-cash consideration and (iii) the proposed Transfer date, if known. The Initiating Stockholders will deliver or cause to be delivered to each Selling Stockholder copies of all transaction documents relating to the Drag Transaction promptly as the same become available. (f) If any holders of Equity Securities of any class are given an option as to the form and amount of consideration to be received, all holders of Equity Securities of such class will be given the same option. (g) At least five Business Days prior to the consummation of the Drag Transaction, each Selling Stockholder shall deliver to the Company to hold in escrow pending transfer of the consideration therefor, the duly endorsed certificate or certificates representing the Equity Securities held by such Selling Stockholder to be sold, and a stock power. In the event that a Selling Stockholder should fail to deliver such Equity Securities, the Company shall cause the books and records of the Company to show that such securities are bound by the provisions of this Section 3.5 and that such securities may only be Transferred to the purchaser in such Drag Transaction. (h) Any Selling Stockholder whose assets (“Drag-Along TermsPlan Assets”) constitute assets of one or more employee benefit plans and are subject to Part IV of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Drag-Along Party , shall not be obligated to sell all to any Person to whom the sale of its Voting Stock to any Equity Securities would constitute a non-exempt “prohibited transaction” within the Drag-Along Purchaser on meaning of ERISA or the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; Code, provided, however, that if so requested by the holders Initiating Stockholder(s): (i) such Selling Stockholder shall have taken commercially reasonable efforts to (x) structure its sale of shares the Equity Securities so as not to constitute a non-exempt “prohibited transaction” or (y) obtain a ruling from the Department of Preferred Stock shall be entitled Labor to be paid the amount determined effect that such sale (as originally proposed or as restructured pursuant to Section 3(cclause (i)(x)) does not constitute a non-exempt “prohibited transaction” and (ii) such Selling Stockholder shall have delivered an opinion of Article IV counsel (which opinion and counsel are reasonably satisfactory to the Initiating Stockholder(s)) to the effect that such sale (as originally proposed or as restructured pursuant to clause (i)(x)) would constitute a non-exempt “prohibited transaction.” (i) Upon the consummation of the Charter Drag Transaction, the acquiring Person shall remit directly to the extent applicable. At the closing of Selling Stockholder, by wire transfer if available and if requested by such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms)Selling Stockholders, the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stockconsideration for the securities sold pursuant thereto. (j) The Initiating Stockholders shall, duly executedin their sole discretion, free and clear of decide whether or not to pursue, consummate, postpone or abandon any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a proposed Transfer pursuant subject to this Section 3.06. (b) Notwithstanding 3.5 and the foregoing, terms and conditions hereof. No Stockholder or Affiliate of a Drag Along Party will not be required Stockholder shall have any liability to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person Stockholder or the Company arising from, relating to or in connection with the Proposed Salepursuit, other than the Company consummation, postponement, abandonment or terms and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy conditions of any representations and warranties made by the Company in connection with such Proposed Saleproposed Transfer subject to this Section 3.5, is several and not joint with any other Person, and is pro rata in proportion except to the amount extent such Stockholder shall have failed to comply with the provisions of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Salethis Section 3.5.

Drag Along Right. (a) In Following the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) of KKR Holding Period but prior to an IPO, if 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 KKR Shareholder Group or any Syndicatees with any Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock whom it is acting in concert (the “Drag-Along PartyDragging Shareholders”) intends to Transfer Securities to a bona fide third party or a group of bona fide third parties acting in concert (other than to a Permitted Transferee or to a Syndicatee in accordance with Clause 5.4) which would result in the Proposed Transferee (together with any of its Affiliates) holding an Equity Percentage of 50% or more (a “Proposed Sale”), such Dragging Shareholders may, at their option and subject to the provisions of Clause 5.8(d), require the other Shareholders (“Dragged Shareholders”) to include participate in the Proposed Sale and Transfer all of its Voting Stock in the Securities held by the Dragged Shareholders to the Proposed Transferee at the same time and on the same economic terms and conditions (including as to price) as Rainbow Capital under such sale Proposed Sale (the “Drag-Along Right”). The . (b) If the Dragging Shareholders wish to exercise their Drag-Along Right and require the participation of the Dragged Shareholders as provided herein, the Dragging Shareholders shall be exercised by furnish to each Dragged Shareholder a written notice of such Proposed Sale pursuant to the Drag-Along Right (the “Drag-Along Notice”) no later than 20 Business Days prior to the anticipated closing date of such Proposed Sale, which shall be accompanied by all definitive documentation required to be entered into by the Dragged Shareholders in respect of the Proposed Sale. The relevant Drag-Along PartyNotice will include: (A) the number of Securities to be transferred by the Dragging Shareholders; (B) the proposed price per Security (which shall be calculated as if the Proposed Sale has occurred by way of a sale of all Securities on such date and shall be the same price per Security as the Dragging Shareholders are receiving) and form of consideration to be received by the Dragging Shareholders per Security (as applicable) (and if such consideration consists in part or in whole of assets other than cash, at least thirty a good faith estimate of the fair market value of such non-cash consideration and relevant information, if available, relating to such non-cash consideration); (30C) days prior to the extent known, the identity of the Proposed Transferee(s); (D) to the extent known, the expected closing date of the proposed Transfer; and (E) to the extent known, a summary of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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 Transfer. (the “c) Each Dragged Shareholder shall, upon receipt of a Drag-Along Terms”). The Drag-Along Party shall Notice, be obligated to (i) participate in the Proposed Sale and sell or otherwise Transfer all the Securities held by the Dragged Shareholder; (ii) to vote its securities in favour of its Voting Stock the Proposed Sale at any meeting of the shareholders called to vote on or approve the Proposed Sale and Transfer and/or consent in writing to the Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of proposed Transaction; (xiii) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring waive all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses dissenters’ or appraisal rights in connection with the Proposed Sale and enter into agreements relating to the Proposed Sale; and (v) take all reasonable actions in connection with the consummation of the Proposed Sale and the Transfer as may be requested by the Dragging Shareholders. In connection with any such Transfer, each Dragged Shareholder must agree to make the same representations, warranties, covenants, undertakings and indemnities as Rainbow Capital agrees to make in connection with such Transfer; provided that, unless otherwise agreed by such Dragged Shareholder, (A) a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will Dragged Shareholder shall not be required to comply with Section 3.06(a) above in connection with give any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person business warranties in connection with the Proposed Sale; (B) in no event shall any Dragged Shareholder be required to enter into any non-compete, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company non-solicit or similar covenant in connection with such Proposed Sale, is several Transfer on terms which are less favourable and/or more onerous in scope and not joint with time period than the terms set forth in Clause 9.8; (C) no such Dragged Shareholder shall be required to make representations and warranties or covenants or provide undertakings or indemnities as to any other PersonShareholder; (D) no Dragged Shareholder shall be liable for the breach of any covenant by any other Shareholder; and (E) notwithstanding anything in this Clause 5.8(c) to the contrary, (y) any liability relating to representations, warranties and covenants (and related indemnities) and other undertakings or indemnification obligations regarding the Business of the Group assumed in connection with the Transfer, and is (z) any distribution to the Shareholders of any amount placed in escrow or subject to holdback in connection with such Transfer that has been released from such escrow or holdback or in respect of any earn out or other delayed or deferred payment, shall be shared by or made to, as the case may be, each such Shareholder pro rata in proportion to (and shall not exceed) the amount aggregate proceeds received by each Shareholder in the proposed Transfer. (d) The obligations of consideration paid the Dragged Shareholders pursuant to this Clause 5.8 are subject to the Original Stockholders satisfaction of the following conditions: (i) upon the consummation of the proposed Transfer, the Dragged Shareholders shall receive for each of its Securities being sold, the same consideration the Dragging Shareholders receive for each of its Securities being sold; and (ii) each Dragged Shareholder will be responsible for its proportionate share of costs and expenses incurred for the benefit of all Shareholders (including the Dragging Shareholders) in connection with a consummated proposed Transfer, and any indemnities, holdbacks, escrows and similar items relating to the consummated proposed Transfer (other Drag than those that relate to representations or indemnities concerning a shareholder’s valid ownership of the Securities held by it free and clear of all liens, claims and Encumbrances or a Shareholder’s authority, power and legal right to enter into and consummate a sale and purchase or merger agreement or ancillary document), based on the gross proceeds received or to be received in such proposed Transfer, to the extent that not paid or reimbursed by the proposed transferee or member of the Group. (e) The Dragging Shareholders shall, in their sole discretion, decide whether to or not to pursue, consummate, postpone or abandon any proposed Transfer and the terms and conditions thereof, provided that such Proposed Sale may only be made if completed within 60 Business Days of the expiry of the date upon which the Drag-Along Parties Notice is served (or, where any anti-trust, regulatory or other third party conditions are required to be satisfied before the Proposed Sale can be completed, by the long-stop date for the satisfaction of such conditions in the Proposed Sale documentation). No Shareholder or any Affiliate of such Shareholder shall have any liability to any other Shareholder or the Group arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any such proposed Transfer except to the extent such Shareholder shall have failed to comply with the provisions of this Clause 5.8. (f) If the Proposed Sale is not completed within the period set out in Clause 5.8(e) above, the Dragging Shareholders shall promptly return to the Dragged Shareholders all documents (if any) previously delivered in respect of the Proposed Sale, and all the restrictions on Transfer contained in this Agreement with respect to Securities held or owned by the Shareholders shall once again be in effect.

Drag Along Right. (a) In If at any time and from time to time after the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) date of this Agreement, the holder or holders of a majority of the then outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) voting capital stock of the then outstanding Company (the "Proposed Transferors") wish to Transfer in a bona fide arms' length sale all shares of Voting Stock) Common Stock then owned by them to any Person or Persons who are not Affiliates of the Proposed Transferors (for purposes of this Section 3.063(a), eachthe "Proposed Transferee"), an “Original Stockholder”) the Proposed Transferors shall have jointly entered into an agreement with any Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock right (the “Drag-Along Party”) to include all of its Voting Stock in such sale (the “"Drag-Along Right”") to require each Management Stockholder to sell to the Proposed Transferee all Securities (for the same per share consideration received by the Proposed Transferor for each such class of capital stock, and with respect to unexercised Options, less any exercise price payable with respect thereto) then held by the Management Stockholders, subject to purchase by the Proposed Transferee. Each Management Stockholders, agrees to take all steps necessary to enable him or it to comply with the provisions of this Section 3(a). The , including, if necessary, voting any Securities in favor of the transaction with the Proposed Transferee (whether effected as a merger or otherwise) to facilitate the Proposed Transferors' exercise of a Drag-Along Right Right. (b) To exercise a Drag-Along Right, the Proposed Transferors shall be exercised by give each Management Stockholder a written notice (the “for purposes of this Section 3, a "Drag-Along Notice”") containing (i) the number of Securities that the Proposed Transferee proposes to acquire from the Drag-Along PartyProposed Transferors, at least thirty (30ii) days prior to closing the name and address of the Proposed Transferee, and (iii) the proposed Transferpurchase price, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the terms of the Drag-Along Purchaser’s financing (if any payment 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”)Proposed Transferee's offer. The Drag-Along Party Each Management Stockholder shall thereafter be obligated to sell all of its Voting Stock the Securities subject to the such Drag-Along Purchaser on Notice, provided -------- that the Drag-Along Terms at a price equal sale to the product Proposed Transferee is consummated within 120 days of (x) the ratio of the percentage of ownership of Voting Stock then outstanding delivery of the Drag-Along Party over Notice. If the percentage of ownership of Voting Stock sale is not consummated within such 120-day period, then outstanding of the transferring each Management Stockholder and (y) the shall no longer be obligated to sell such Management Stockholder's Securities pursuant to that specific Drag-Along Price; provided, however, that the holders of shares of Preferred Stock Right but shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter remain subject to the extent applicable. At the closing provisions of such Transfer this Section 3. (which anticipated datec) Notwithstanding anything contained in this Section 3, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring event that all of its Voting Stock, duly executed, free and clear of any Liens, against delivery or a portion of the purchase price therefor. Each party shall bear its own expenses in connection with consists of securities and the sale of such securities to the Management Stockholders would require either a Transfer registration under the Securities Act or the preparation of a disclosure document pursuant to this Section 3.06. Regulation D under the Securities Act (bor any successor regulation) Notwithstanding the foregoing, or a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy similar provision of any representation or warranty made by any other Person in connection with applicable state securities law, then, at the option of the Proposed SaleTransferors, other than the Company and (ii) the liability for indemnificationManagement Stockholders may receive, if any, in lieu of such Drag Along Party securities, the fair market value of such securities in the Proposed Sale and for the inaccuracy of any representations and warranties made cash, as determined in good faith by the Company Board, unless, at the request of the Management Stockholders holding a majority of the Shares, the appraisal procedure set forth in connection with such Proposed Sale, Section 3(d) below is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Saleinvoked.

Drag Along Right. (a1) In the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) the New Shareholder intends to transfer all or part of the then outstanding Company’s issued shares of Voting Stock) and MTVN Stockholder that it owns to a third party (for so long as such Stockholder owns at least twenty-five percent (25%) the “Proposed Purchaser”), the New Shareholder may demand the Existing Shareholders to sell all or part of the then outstanding Company’s issued shares of Voting Stock) (for purposes of this Section 3.06, each, an “Original Stockholder”) shall have jointly entered into an agreement with any Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock that they own (the “Drag-Along Partyalong Shares”) together with the shares that the New Shareholder intends to include all of its Voting Stock in such sale transfer to the Proposed Purchaser at the same per-share price (the “Drag-Along along Right”). The . (2) In the event that the New Shareholder intends to exercise the Drag-Along Right shall be exercised by along Right, the New Shareholder must provide prior written notice to the Existing Shareholders (the “Drag-Along along Exercise Notice”) to ). For the avoidance of doubt, it is not required that the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the terms of the Drag-Along Purchaser’s financing (if any along Exercise Notice specify specific and if known), the anticipated date of closing of the proposed Transfer and any other material definite terms and conditions of the proposed Transfer (the “Drag-Along Terms”). The Drag-Along Party shall be obligated along sale. (3) In the event that the New Shareholder intends to sell all of its Voting Stock to exercise the Drag-Along Purchaser on along Right, the Drag-Along Terms at a price equal Existing Shareholders shall be deemed to have delegated all rights regarding the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding transfer of the Drag-Along Party over along Shares to the percentage of ownership of Voting Stock then outstanding of New Shareholder, including, without limitation, right to execute a share purchase agreement, modify the transferring Stockholder share registry, deliver the share certificate, and (y) receive the Drag-Along Priceshare transfer consideration; provided, however, the New Shareholder shall exercise such delegated rights in accordance with the principles of good faith. (4) In the event that the holders New Shareholder has exercised the Drag-along Right, upon the execution of shares of Preferred Stock a share purchase agreement between the New Shareholder and the Proposed Purchaser, the Existing Shareholders shall also be entitled deemed to be paid have entered into a share purchase agreement regarding the amount determined pursuant Drag-along Shares with the Proposed Purchaser on the terms substantially similar to Section 3(c) of Article IV those of the Charter share purchase agreement executed between to the extent applicableNew Shareholder and the Proposed Purchaser. At the closing of such Transfer the share purchase agreement entered into in accordance with this Section 3.4(4), between the Existing Shareholders and the Proposed Purchaser, the Existing Shareholders shall carry out any procedures reasonably and customarily required (which anticipated date, place and time shall be designated in i) to effectuate the valid transfer of ownership of the Drag-Along Termsalong Shares to the Proposed Purchaser, and (ii) for the Proposed Purchaser to exercise its rights as the shareholder of the Drag-along Shares, including, without limitation, the delivery of the share certificates of the Drag-along Shares (if exists), modification of the share registry, and making any registration or filing to and obtaining Permits from the relevant Government Authorities. (5) In the event that the Drag-along Right conflicts or competes with the Tag-along Right, the Drag-Along Party along Right shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06take precedence. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Sale.

Drag Along Right. If a Shareholders holding not less than 66.67% of the outstanding Common Shares (ahereinafter in this Section 4.3 referred to as the “Selling Shareholder(s)”) In the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five propose to sell one hundred percent (25100%) of their Common Shares to a person dealing at Arm’s Length to them (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 StockholderDrag Purchaser”) shall have jointly entered into an agreement with any Person for all cash consideration, the such Selling Shareholder(s) may, by written notice delivered to the other Shareholders, (such Person, each a “Drag-Along PurchaserOfferee”) regarding the Transfer of all of their Voting Stock, accompanied by an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock irrevocable offer (the “Drag-Along PartyOffer”) from the Drag Purchaser to include all each Drag-Along Offeree to purchase one hundred percent (100%) of its Voting Stock in the Shares owned by such sale Drag-Along Offeree (the “Dragged Securities”), require the Drag-Along Right”)Offeree to sell to the Drag Purchaser the Dragged Securities at a purchase price (and on the same terms and conditions) in respect of Shares which is the same purchase price per Share at which the Selling Shareholder(s) propose to sell their Shares to the Drag Purchaser. The Drag-Along Right Offer shall be exercised by written notice (also include an irrevocable offer to purchase, to the “extent then outstanding, the Shareholder Debt of each Drag-Along Notice”Offeree. The delivery by the Selling Shareholder(s) of an irrevocable Drag-Along Offer to a Drag-Along Offeree shall bind the Drag-Along Offeree to sell its Dragged Securities and Shareholder Debt. The date on which the sale is to close and the other closing arrangements (which shall be the same, mutatis mutandis, as those for the purchase and sale between the Drag Purchaser and the Selling Shareholder(s)) shall be as specified in the Drag-Along Offer. The Drag Purchaser shall be deemed to warrant to the Drag-Along PartyOfferee, at least thirty (30) days prior and the Drag Purchaser shall be required to closing of the proposed Transfer, of the identity of the make in writing in its Drag-Along PurchaserOffer a representation and warranty that, no direct or indirect collateral benefit or supplementary consideration (whether or not in the consideration offered for nature of a tangible or intangible asset, money, property, security or other benefits or opportunities) has been or is to be paid or received by the transferring Stockholder’s Voting Stock (the “Selling Shareholder(s), or any other Person not at Arm's Length with it, in connection with such Drag-Along Price”), the terms of the Offer and that such Drag-Along Purchaser’s financing (if any and if known), the anticipated date Offer is not made as part 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above or in connection with any proposed Transfer other transaction. Any purchase and sale of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party Shares and Shareholder Debt pursuant to a transaction contemplated in this Section 4.3 shall not be liable for the inaccuracy of any representation or warranty made by any other Person effected in connection accordance with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, terms of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Salethis Agreement.

Drag Along Right. If one or more Partners (a"Drag-Along Sellers") In ---------------- ------------------ propose to Transfer (and as a result of 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 may include a Partner) ("Drag-Along Buyer") all but not less than all of ---------------- the event that RN Stockholder Interests held by such Sellers, and such Interests, together with all other Interests owned by the Drag-Along Buyer and the Drag-Along Buyer's Affiliates (for so long as such Stockholder owns at least twenty-five percent (25%on a fully diluted basis) represent 65% or more of the then outstanding shares of Voting Stock) and MTVN Stockholder (for so long as Interests, then 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 Person (such Person, a “Drag-Along Purchaser”) regarding Sellers shall have the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent right (15%) of the then outstanding shares of Voting Stock (the “"Drag-Along Party”---------- Right"), but not the obligation, to cause each of the other Partners ("Other ----- ----- Partners") to include all of its Voting Stock in such sale (the “tender to Drag-Along Right”Buyer for purchase, at the same price and on -------- the same terms and conditions as apply to such Drag-Along Sellers (including, without limitation, indemnification obligations and escrow requirements, if any), all of the Interests held by such Other Partners; provided, however, that the Drag-Along Sellers shall 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 made based upon a written notice to 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 other material terms pertaining to the Transfer ("Drag-Along Buyer Terms") and (iv) that the Drag-Along Buyer ---------------------- has been informed of the rights provided in this Section 7.4 and has agreed to purchase Interests in accordance with the terms hereof. The Drag-Along Right Notice shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, given at least thirty (30) days prior to closing before settlement of the proposed Transfer, . Upon the giving of the identity of the a Drag-Along PurchaserNotice, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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 each Other Partner shall be entitled and obligated to sell all of its Voting Stock their Interests to the Drag-Along Purchaser Buyer on the Drag-Along Terms at a price equal to Buyer Terms; neither the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock 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 be paid the amount determined sell pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06thereto. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Sale.

Drag Along Right. (a) In Subject to the event that RN Stockholder (for provisions of Section 2.5, following the sixth anniversary of the Closing Date and so long as the Company has not completed an IPO, if the CD&R Investors, on the one hand, or the KKR. Investors, on the other hand (as applicable, the “Initiating Stockholder”), desire to Transfer a number of shares of Common Stock to a non-Affiliate of such Stockholder owns at least twenty-five percent Investor, in a single transaction or series of related transactions (25%) other than Transfers pursuant to the Registration Rights Agreement or Transfers to any Permitted Transferees of the Initiating Stockholder) such that the transaction would result in a Change of Control (taking into account all interests being “dragged”) (a “Drag Transaction”), then outstanding shares of Voting Stock) and MTVN if requested by the Initiating Stockholder each other Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) of the then outstanding shares of Voting Stocktogether with its Affiliates) (for purposes of this Section 3.06, each, an a “Original Selling Stockholder”) shall have jointly entered into an agreement be required to sell the same proportion of its Common Stock as is being Transferred by the Initiating Stockholder of the Common Stock held by it in such Drag Transaction in accordance with any Person this Section 3.5. (such Person, b) The consideration to be received by a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Selling Stockholder shall be entitledthe same form and amount of consideration per share to be received by the Initiating Stockholder, at and the terms and conditions of such Drag Transaction shall be the same as those upon which the Initiating Stockholder sells its optionEquity Securities; provided that, without the consent of the Selling Stockholder, the consideration to be received by such Selling Stockholder shall consist solely of cash. In connection with the Drag Transaction, the Selling Stockholder will agree to make or agree to the same customary representations, covenants, indemnities and agreements as the Initiating Stockholder so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each Stockholder; provided, however, that (i) any general indemnity given by the Initiating Stockholder, applicable to liabilities not specific to the Initiating Stockholder, to require the purchaser in connection with such sale shall be apportioned among the Selling Stockholders according to the consideration received by each Selling Stockholder holding less than fifteen percent and shall not exceed such Selling Stockholder's proceeds from the sale and (15%ii) any representation relating specifically to a Selling Stockholder shall be made only by that Selling Stockholder and provided, further, that any representation made by a Selling Stockholder shall relate only to such Selling Stockholder and its Equity Securities. (c) Subject to the provisions of Section 2.5, in connection with any Drag Transaction, each Selling Stockholder shall be required to vote, if required by this Agreement or otherwise, its shares of Common Stock in favor of such Drag Transaction at any meeting of the then outstanding shares Company's stockholders called to vote on or approve such Drag Transaction and/or to consent in writing to such Drag Transaction, to use its reasonable best efforts to cause any individuals designated by such Selling Stockholder to serve on the Board to vote in favor of Voting Stock such Drag Transaction at any meeting of the Board called to vote on or approve such Drag Transaction and/or to consent in writing to such Drag Transaction, and to waive all dissenters' or appraisal rights, if any, in connection with such Drag Transaction. (d) The fees and expenses, other than those payable to any Stockholder or any of their respective Affiliates, incurred in connection with a Drag Transaction under this Section 3.5 and for the “Drag-Along Party”) benefit of all Stockholders (it being understood that costs incurred by or on behalf of a Stockholder for his, her or its sole benefit will not be considered to include be for the benefit of all of its Voting Stock in such sale (Stockholders), to the “Drag-Along Right”). The Drag-Along Right extent not paid or reimbursed by the Company or the Transferee or acquiring Person, shall be exercised shared by all the Stockholders on a pro rata basis, based on the consideration received by each Stockholder; provided that no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag Transaction consummated pursuant to this Section 3.5 (excluding modest expenditures for postage, copies, etc.). (e) The Initiating Stockholder shall provide written notice (the “Drag-Drag Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing each other Selling Stockholder of any proposed Drag Transaction as soon as practicable following its exercise of the proposed Transfer, of rights provided in Section 3.5(a). The Drag Along Sale Notice will include the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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 Drag Transaction, including (i) the name and address of the proposed transferee, (ii) the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Initiating Stockholder will provide such information, to the extent reasonably available to the Initiating Stockholder, relating to such non-cash consideration as the Selling Stockholders may reasonably request in order to evaluate such non-cash consideration, provided, however that the provision of such information (or lack thereof) shall not require a Selling Stockholder to accept such non-cash consideration without its prior consent) and (iii) the proposed Transfer date, if known. The Initiating Stockholder will deliver or cause to be delivered to each Selling Stockholder copies of all transaction documents relating to the Drag Transaction promptly as the same become available. (f) If any holders of Equity Securities of any class are given an option as to the form and amount of consideration to be received, all holders of Equity Securities of such class will be given the same option. (g) At least five Business Days prior to the consummation of the Drag Transaction, each Selling Stockholder shall deliver to the Company to hold in escrow pending transfer of the consideration therefor, the duly endorsed certificate or certificates representing the Equity Securities held by such Selling Stockholder to be sold, and a stock power and limited power-of-attorney authorizing the Company to take all actions necessary to sell or otherwise dispose of such securities. In the event that a Selling Stockholder should fail to deliver the Equity Securities, the Company shall cause the books and records of the Company to show that such Equity Securities are bound by the provisions of this Section 3.5 and that such securities may only be Transferred to the purchaser in such Drag Transaction. (h) Any Selling Stockholder whose assets (“Drag-Along TermsPlan Assets”) constitute assets of one or more employee benefit plans and are subject to Part IV of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Drag-Along Party , shall not be obligated to sell all to any Person to whom the sale of its Voting Stock to any Equity Securities would constitute a non-exempt “prohibited transaction” within the Drag-Along Purchaser on meaning of ERISA or the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; Code, provided, however, that if so requested by the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless 3.5 Transferring Stockholder(s): (i) such Selling Stockholder shall have taken commercially reasonable efforts to (x) structure its sale of Equity Securities so as not to constitute a non-exempt “prohibited transaction” or (y) obtain a ruling from the Drag Along Party shall Department of Labor to the effect that such sale (as originally proposed or as restructured pursuant to clause (i)(x)) does not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company constitute a non-exempt “prohibited transaction” and (ii) such Selling Stockholder shall have delivered an opinion of counsel (which opinion and counsel are reasonably satisfactory to the liability for indemnificationSection 3.5 Transferring Stockholder(s)) to the effect that such sale (as originally proposed or as restructured pursuant to clause (i)(x)) would constitute a non-exempt “prohibited transaction.” (i) Upon the consummation of the Drag Transaction, the acquiring Person shall remit directly to the Selling Stockholder, by wire transfer if anyavailable and if requested by the Selling Stockholder, of such Drag Along Party in the Proposed Sale and consideration for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Salesecurities sold pursuant thereto.

Drag Along Right. (a) In Notwithstanding anything to 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 contrary set forth in this Section 3.06Agreement, each, an “Original Stockholder”) REIT LP shall have jointly entered into an agreement with any Person the right to deliver a notice (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 shall be exercised by written notice (the “Drag-Drag Along Notice”) ), in its sole discretion, to the Potential Participating Members electing to require the Potential Participating Members to Transfer their entire Membership Interests to any Purchaser for a purchase price equal to the Drag-Along PartyPurchase Price (as defined below) and otherwise on the terms 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 least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along PurchaserREIT LP’s election, the consideration offered for REIT LP may deliver one or more deeds (and/or other instruments of conveyance) to the transferring StockholderCompany’s Voting Stock (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 terms same manner as the calculation 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 amount payable to the Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses Potential Participating Members in connection with a Transfer of the Potential Participating Members’ interest in accordance with Article 21(a). Notwithstanding anything herein to the contrary, in the event any proposed Transfer by the REIT LP is not to a third party purchaser pursuant to this Section 3.06. (b) Notwithstanding a bona fide purchase and sale offer, then the foregoing, REIT LP shall have no right to deliver a Drag Along Party Notice to the Potential Participating Members. Anything to the contrary set forth herein notwithstanding, in the 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 not any of the Potential Participating Member’s Principals or any of their Affiliates be required subjected to comply with Section 3.06(a) above in connection with any proposed Transfer personal liability as part of Voting Stock (any transaction that is the “Proposed Sale”) unless subject of a Drag Along Notice, other than if requested by the Purchaser to provide personal indemnification from one or more of the Potential Participating Member Principals for the breach of any representations (i) the Drag Along Party shall not be liable for the inaccuracy regarding their authority to enter into any transaction documents to effectuate a sale of any representation their Membership Interests, or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, regarding their ownership of such Drag Along Party in interests and/or the Proposed Sale and for the inaccuracy lack of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Saleencumbrances thereon.

Drag Along Right. (a) (i) In case that Dolphin or any of its Affiliates do not pay the event that RN Stockholder Put Option (for so long as such Stockholder owns at least twenty-five percent term is defined below) within 90 days of its exercise by EDFI, or (25%ii) in case EDENOR defaults in the payment of any fees due under the then outstanding shares Technical Assistance Agreement and any such default under the Technical Assistance Agreement is not remedied within 45 days of Voting Stock) EDENOR and MTVN Stockholder Dolphin having received a written default notice from EDFI, EDFI shall have, for a period of 12 months from the last date in which Dolphin could have paid the Put Option in case (i), and for so long as a period of 12 months from the date of such Stockholder owns at least twenty-five percent payment default in case (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 Person (such Personii), a “Drag-Along Purchaser”) regarding the Transfer of right to sell to a bona fide third party all of their Voting StockNEV’s Shares, an Original Stockholder shall be entitledDolphin Energia’s shares in EASA, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding and IEASA’s shares of Voting Stock (the “Drag-Along Party”) to include all of its Voting Stock in such sale EASA (the “Drag-Along Right”). The Dolphin hereby agrees and Dolphin shall cause EASA to agree (and by executing this Shareholders Agreement irrevocably grants to EDFI the required powers of attorney, in the form attached hereto as Exhibit B, Exhibit C and Exhibit D respectively) that, if requested by EDFI pursuant to this Section 6.02(a), Dolphin and EASA will transfer to such bona fide third party, all of NEV’s Shares, Dolphin Energy’s shares in EASA and IEASA’s shares in EASA receiving the same terms and conditions (including time of payment and form of consideration) as to be paid and given to EDFI, provided that the price of Dolphin’s EASA shares shall be adjusted if applicable based on any net debt that EASA may have. Upon completion of such transfer all rights and obligations of the parties under the Put Option shall be extinguished. (b) In connection with the Drag-Along Right Right, EDFI shall be exercised by written have the right to cause EDENOR, EASA and NEV to provide EDFI’s legal and financial advisors and any potential buyers with reasonable access subject to a Confidentiality Agreement; to EDENOR’s, EASA’s and NEV’s officers, advisors, auditors, legal counsel, operations and books and records of the companies in order to consummate a sale process of its Shares subject to the Drag-Along Right. (c) EDFI will give notice (the “Drag-Along Notice”) to Dolphin Energia and/or EASA and/or NEV and/or IEASA as the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfercase may be, of any proposed transfer giving rise to the identity tights of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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”EDFI set forth in Section 6.02(a). The Drag-Along Party Notice will set forth, the name and address of the third party and the proposed amount and form of consideration. EDFI will notify Dolphin at least 30 days in advance of entering into a definitive agreement in connection with such offer. In any such agreement, Dolphin will be required to pay its proportionate share of the costs incurred in connection with such transfer to the extent not paid or reimbursed by the third party. Such Drag-Along Notice may be amended at any time by EDFI and shall be obligated remain valid for the 12-month time-period contemplated in Section 6.02(a), subject to Section 6.02(d). (d) Notwithstanding the above, in case that the Drag-Along Right is exercised pursuant to Section 6.02(a) above and the consideration for the Shares offered by the third party were less than the Put Option Exercise Price (as such term is defined below), then the Drag-Along Notice shall also constitute an irrevocable offer to sell all EDFI’s Shares (the “Offered Equity”) for the same consideration and on the same terms and conditions set forth by the third party. In such case, Dolphin shall have the right, for a period of its Voting Stock 25 days after the Drag-Along Notice is given (the “Response Period”) to purchase, pursuant to the Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; providedNotice, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms)whole but not in part, the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting StockOffered Equity, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless exercisable by delivering (i) a written notice to EDFI, within the Drag Along Party shall not Response Period, stating therein that all of the Offered Equity will be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company purchased and (ii) a Stand-By Letter of Credit supporting the liability obligation of Dolphin to pay in full the purchase price for indemnificationthe Offered Equity. If Dolphin exercises such a right, if any, of such the Drag Along Party in right will no longer be exercised and all right and obligations of the Proposed Sale and for parties under the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed SalePut Option shall be extinguished.

Drag Along Right. (a) In the event that RN Stockholder at any time prior to the date on which the Company's equity is Actively Publicly Traded, (for so long as such Stockholder owns at least twenty-five percent 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 (25%ii) there is a sale, lease, transfer, conveyance or other disposition (including, without limitation, any merger or consolidation), in single transaction, of all or substantially all of the then outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) equity interests or assets of the then outstanding shares Company and its Subsidiaries taken as a whole, which is approved by the Board pursuant to Section 4 hereof, Odyssey or any Odyssey Holder designated in writing by Odyssey, in the case of Voting Stocka transaction pursuant to clause (i) hereof or the Company, in the case of a transaction pursuant to clause (for purposes 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 3.06, each, an “Original Stockholder”) shall have jointly entered into an agreement with 9 (any Person (transaction involving the exercise of such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder Right shall be entitled, at its option, referred to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock (the “Dragas a "DRAG-Along Party”) to include all of its Voting Stock in such sale (the “Drag-Along Right”ALONG SALE"). The Drag-Along Right Initiator shall be exercised by provide the Stockholders, the Lucent Holders and the Finance Warrant Holders written notice (the “a "DRAG-ALONG NOTICE") of such Drag-Along Notice”) to Sale and the Drag-Along Party, at least thirty (30) material terms thereof not less than 25 days prior to closing of the proposed Transfer, of the identity date of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock Sale (the “Drag"DRAG-Along Price”), the terms ALONG SALE DATE") and each of the Drag-Along Purchaser’s financing (if any and if known)Holders hereby agrees to sell to such Proposed Purchaser all Securities, the anticipated date of closing of the proposed Transfer and any other material terms and conditions of the proposed Transfer (the “Lucent Securities, Options or Convertible Securities held by such Drag-Along Terms”)Holder. The No Drag-Along Party Holder shall be obligated exercise any dissenter's rights with respect to sell all the consummation of its Voting Stock to any such Drag-Along Sale. (b) On the Drag-Along Sale Date, each Drag-Along Holder shall deliver a certificate or certificates for its Securities, duly endorsed for transfer with signatures guaranteed, to such Proposed Purchaser on in the manner and at the address indicated in the Drag-Along Terms at Notice against delivery of the purchase price for such Securities, Options or Convertible Securities. The provisions of this Section 9 shall apply regardless of the form of consideration in the Drag-Along Sale. (c) Securities, Options or Convertible Securities subject to a price equal Drag-Along Right will be included in a Drag-Along Sale pursuant hereto and to any agreements with the Proposed Purchaser relating thereto, on the same terms and subject to the product of (x) the ratio same conditions applicable to holders of the percentage same type of ownership securities included in the Drag-Along Sale. Such terms and conditions shall include, without limitation, the consideration; the payment of Voting Stock then outstanding fees, commissions and expenses; the provision of, and representation and warranty as to, information requested of the Drag-Along Party over Initiators; and the percentage provision of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) requisite indemnifications; PROVIDED, HOWEVER, that any indemnification provided by the Drag-Along PriceHolders shall (i) be determined pro rata in proportion with the aggregate number of Securities to be sold in the Drag-Along Sale and (ii) not be structured in a way so as to require additional contributions from the Drag-Along Holders. (d) Each of the Drag-Along Holders will, if requested by the Drag-Along Initiators, execute and deliver a Custody Agreement and Power of Attorney in form and substance satisfactory to Drag-Along Initiators with respect to the Securities, Options or Convertible Securities which are to be included in the Drag-Along Sale pursuant hereto. The Custody Agreement and Power of Attorney will provide that the Drag-Along Holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Securities, Options or Convertible Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Drag-Along Holders's agent and attorney-in-fact with full power and authority to act under a custody agreement and power of attorney on behalf of the such Drag-Along Holder with respect to the matters specified herein. (e) Each Drag-Along Holder agrees that he or she will execute such other agreements as Drag-Along Initiators or the Proposed Purchaser may reasonably request in connection with the consummation of a Drag-Along Sale and the transactions contemplated thereby; provided, however, that the holders of shares of Preferred Stock Xxxx shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply make any modification to the Xxxx Agreements. (f) In order to effect the provisions of this Section 9, each Drag-Along Holder hereby irrevocably constitutes and appoints: Odyssey, in the case of a transaction specified in Section 9(a)(i); or the Board, in case of a transaction specified in Section 9(a)(ii), as attorney and proxy, with, subject to the consent of Odyssey or the Company, as applicable, full power of substitution, to receive all notices, and to represent, vote and consent, with Section 3.06(a) above respect to all Securities, Options or Convertible Securities held by such Drag-Along Holder, in connection with such manner as said proxies may, in the exercise of their sole and absolute discretion, determine, and without any proposed Transfer prior notice to such Drag-Along Holder (provision of Voting Stock (such notice concurrently or promptly after the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy taking of any representation such action being deemed sufficient for all purposes and any requirement for prior notice being expressly waived by such Drag-Along Holder), whether or warranty made by any other Person in connection with not said representation, vote or consent benefits the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy interests of any representations of said proxies, but only with respect to any and warranties made by all of the Company matters specified in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Salethis Section 9.

Drag Along Right. (a) In After the event that RN Closing Date, if the Stockholder Majority elect to effect a Company Sale, then such Stockholder Majority (for so long the Stockholder Majority in its capacity 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 under this Section 3.063.1(a), each, an “Original Stockholder”) shall have jointly entered into an agreement with any Person (such Person, a the “Drag-Along PurchaserRepresentative”) regarding may (but shall not have an obligation to) notify the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require Management Stockholders (each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock (the a “Drag-Along Party”) to include all of its Voting Stock in such sale (the “Drag-Along Right”). The Drag-Along Right shall be exercised by written notice writing (the “Drag-Along Notice”) at least fifteen (15) Business Days prior to the Drag-Along Party, at least thirty (30) days prior to closing consummation of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock such Company Sale (the “Drag-Along PriceTransaction”), . The Drag-Along Notice shall specify the terms identity of the prospective parties involved in the Drag-Along Purchaser’s financing (if any and if known)Transaction, the anticipated date of closing a reasonable summary of the proposed Transfer and any other material terms and conditions of the proposed Transfer (the “Drag-Along Terms”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). The 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 a 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, (C) no Drag-Along Party shall raise any objections to the proposed Drag-Along Transaction, (D) the Drag-Along Party 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 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 Drag-Along Transaction, as determined by the Drag-Along Representative in good faith, (F) the Drag-Along Party shall be obligated to sell all of its Voting Stock to provide the Drag-Along Purchaser same representations, warranties, covenants, agreements, indemnities (on a pro rata basis (but not a joint and several basis); provided that the Drag-Along Terms at a price equal to the product of aggregate liability (xincluding any indemnification obligation) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), Transaction shall not exceed the consideration received by the Drag-Along Party shall deliver an assignment agreement transferring all for the sale of its Voting StockEquity Securities in such transaction, duly executedother than in the case of fraud, free and clear of any Liens, against delivery intentional misrepresentation or willful misconduct on the part of the purchase price therefor. Each party 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 bear its own expenses 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 Transfer pursuant Drag-Along Transaction involving a sale of all or substantially all of the assets of the Company and its Subsidiaries, causing the Company and its Subsidiaries to this Section 3.06. (b) 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, a Drag except with respect to any Drag-Along Party will not that is an employee of the Company or any of its Subsidiaries, no Drag-Along Party shall be required to comply with Section 3.06(a) above execute agreements in connection with any proposed Transfer 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 Stockholders constituting the Stockholder Majority exercising its rights under this Section 3.1; provided that with respect to any Drag-Along Party that is an employee of Voting Stock (the “Proposed Sale”) unless (i) the Drag Company or any of its Subsidiaries, such Drag-Along Party shall not only be liable for the inaccuracy of any representation or warranty made by any other Person required to execute agreements in connection with any Drag-Along Transaction containing non-competition, non-solicitation, no-hire and/or and confidentiality provisions to the Proposed Saleextent that such provisions are reasonable and customary, other than in light of the Company and circumstances of the Drag-Along Transaction. As used herein, “Drag-Along Pro Rata Share” of the Drag-Along Party means the number derived by multiplying (iix) the liability for indemnification, if any, total number of Equity Securities of such Drag class held by the Drag-Along Party Party, by (y) a fraction, the numerator of which is the total number of Equity Securities of such class to be sold by the Stockholder Majority triggering this Section 3.1 in the Proposed Sale Drag-Along Transaction and for the inaccuracy denominator of any representations and warranties made which is the total number of the then outstanding Equity Securities of such class held by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed SaleStockholder Majority.

Drag Along Right. (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 Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, Talecris LLC proposes to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock Sell (the “Drag-Along PartySale”) all or any portion of the Shares held by it to include all a Third Party in a single transaction or series of its Voting Stock related transactions that would result in such sale (Third Party and its Affiliates becoming the “beneficial owner, directly or indirectly, of 50% or more of the Fully Diluted Common Shares of the Company, Talecris LLC may require each IBR Party to participate in such Drag-Along Right”). The Sale and Sell the same percentage of its Common Shares, as the Fully Diluted Common Shares that would be Sold by Talecris LLC, assuming the conversion, exercise or exchange of all Equity Interests of the Company, represent to the total number of Fully Diluted Common Shares that would be held by Talecris LLC, assuming the conversion, exercise or exchange of all Equity Interests of the Company, on the same terms and conditions and at the same time or times as applicable to Talecris LLC. (b) Talecris LLC shall, promptly upon determining the terms of the Drag-Along Right shall be exercised by Sale, deliver to IBR Parties written notice (the “Drag-Along Notice”) to specifying the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the material terms of the Drag-Along Purchaser’s financing (if any and if known)Sale, including the anticipated date of closing identity 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 purchaser to sell all of its Voting Stock to which the Drag-Along Purchaser Sale is proposed to be made, the terms per Fully Diluted Common Share of such Sale and the costs expected to be incurred by Talecris LLC in connection with such Sale. In connection with any such Sale, each IBR Party will agree to make or agree to any customary representations, covenants, indemnities and agreements as Talecris LLC so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the Drag-Along Terms numbers of Fully Diluted Common Shares into which Shares sold by each Stockholder are convertible, exercisable or exchangeable. (c) Each IBR Party agrees that it will deliver at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding closing of the Drag-Along Party over Sale certificates evidencing the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled Common Shares to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of sold by such Transfer (which anticipated date, place and time shall be designated IBR Party in the Drag-Along Terms)Sale duly endorsed in blank or accompanied by written instruments of transfer in form reasonably satisfactory to Talecris LLC executed by such IBR Party, and each IBR Party shall execute such other documents of transfer that Talecris LLC may reasonably request in order to consummate the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery Sale at the time specified by Talecris LLC. (d) On the date of the purchase price therefor. Each party consummation of the Drag-Along Sale, Talecris LLC shall bear remit or cause to be remitted to each IBR Party its own expenses portion of the consideration for the Common Shares sold pursuant thereto less its proportionate share of the reasonable and documented costs (including, without limitation, reasonable legal fees and expenses) incurred in connection with a Transfer such Drag-Along Sale, including costs incurred by the IBR Parties, to the extent not paid or reimbursed by the Company or the Third Party. (e) Anything herein to the contrary notwithstanding, Talecris LLC shall have no obligation to any IBR Party to Sell any Shares pursuant to this Section 3.063.04 as a result of any decision by Talecris LLC not to accept or consummate any Drag-Along Sale (it being understood that any and all such decisions shall be made by Talecris LLC in its sole discretion). The IBR Parties shall not be entitled to make any Sale of Common Shares directly to any Third Party pursuant to a Drag-Along Sale (it being understood that all such Sales shall be made only on the terms and pursuant to the procedures set forth in this Section 3.04). (bf) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with This Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party 3.04 shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion terminate immediately prior to the amount consummation of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Salean IPO.

Drag Along Right. (a) In Notwithstanding Clause 8.3, if the event that RN Stockholder (for so long as such Stockholder owns Shareholders who have an aggregate Shareholding Proportion of at least twenty-five percent 86% (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 Person (such Person, a “"Drag-Along Purchaser”Transferors") regarding the propose to Transfer (whether as a single transaction or a series of all of their Voting Stock, an Original Stockholder shall be entitled, related transactions) at its option, to require each Stockholder holding less than fifteen percent (15%) least 86% of the then outstanding shares of Voting Stock Shares in a bona fide sale to a third party (the “"Drag-Along Party”Transferee') to include all of its Voting Stock in such sale (on arm's length terms, the “Drag-Along Right”). The Transferors shall have the right (but not an obligation) to require the other Shareholder(s) (the "Drag-Along Right shall be exercised by written notice Shareholders") to sell up to a pro-rata proportion of their Shares (the “"Drag-Along Notice”Shares") to the Drag-Along PartyTransferee in accordance with the provisions of this Clause 8.5 with the intention that the Drag-Along Shareholders may only be required to sell an equal proportion of their shares to the Drag-Along Transferee (as compared against the Drag-Along Transferor proposing to transfer the smallest proportion of their shares among all the Drag-Along Transferors as a group). (b) If the Drag-Along Transferors choose to exercise the drag-along right under Clause 8.5(a), at least thirty they shall provide notice in writing of such intention to the Drag-Along Shareholders and the Company (30the "Drag-Along Notice') days prior which specifies: (i) that the Drag-Along Shareholders are required to closing of the proposed Transfer, of the identity transfer all of the Drag-Along Purchaser, Shares pursuant to this Clause 8.5; (ii) the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the terms identity and particulars of the Drag-Along Purchaser’s financing Transferee; (if any and if known), iii) the anticipated date of closing of the proposed Transfer and any other material terms and conditions of the proposed Transfer (the “price per Drag-Along Terms”). The Drag-Along Party shall Share, which must be obligated to sell all of its Voting Stock to the same as the price per Share agreed between the Drag-Along Purchaser on Transferors and the Drag-Along Terms at a price equal to the product of Transferee; (xiv) the ratio terms of such Transfer, which must be the percentage of ownership of Voting Stock then outstanding of same as the terms agreed between the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder Transferors and (y) the Drag-Along PriceTransferee; provided, however, that and (v) the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV proposed date of the Charter to the extent applicable. At the closing of such Transfer Transfer. (which anticipated date, place and time shall be designated in c) Upon receiving the Drag-Along TermsNotice and subject to Clause 8.5(d), the Drag-Along Party Shareholders shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free be obliged to Transfer the Drag-Along Shares to the Drag-Along Transferee at the price and clear of any Liens, against delivery of on the purchase price therefor. Each party shall bear its own expenses terms set out in connection with a Transfer pursuant to this Section 3.06the Drag-Along Notice. (bd) Notwithstanding The obligation of the foregoing, a Drag Drag-Along Party will not Shareholders to Transfer the Drag-Along Shares to the Drag-Along Transferee in accordance with Clause 8.5(c) shall be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless conditional on: (i) the price per Drag-Along Share being the same as the price per Share agreed between the Drag-Along Transferors and the Drag Along Transferee; and (ii) such Transfer being on the same terms as those agreed between the Drag-Along Transferors and the Drag-Along Transferee. (e) If any of the Shareholders defaults in Transferring the Shares to be Transferred by it pursuant to the drag-along process set out in this Clause 8.5, such defaulting Shareholder shall be deemed to have irrevocably appointed any one Director or the secretary of the Company to be its agent to execute all necessary Transfer(s) of its Shares on its behalf and against receipt of the consideration payable for such Shares (which shall be held on trust for the defaulting Shareholder), the Company shall deliver such Shares to the Third Party Purchaser and the Directors shall forthwith register the Third Party Purchaser as the holder thereof and the validity of such proceedings shall not be liable for the inaccuracy of any representation questioned or warranty made challenged by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Saleperson.

Drag Along Right. If one or more Shareholders holding together more than 50% (afifty percent) In the event that RN Stockholder plus 1 (for so long as such Stockholder owns at least twenty-five percent (25%one) of the then outstanding shares issued Shares (the “Dragging Shareholder(s)”) intend to dispose of Voting Stock) and MTVN Stockholder all their Shares to a bona fide third party (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“Proposed Dragged Purchaser”), each, an “Original Stockholder”the Dragging Shareholder(s) shall have jointly entered into an agreement with any Person a right to require all other Shareholders (such Person, a the “Dragged Shareholder(s)”) to dispose of all their Shares (the “Dragged Shares”) to the Proposed Dragged Purchaser on substantially the same terms and conditions as the Dragging Shareholder as set forth in the applicable Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 Notice (the “Drag-Along Right”), as long as the price per Share offered by the Proposed Dragged Purchaser is equal or above PLN 180,000.00 (one hundred eighty thousand zlotys). The Dragging Shareholder(s) may exercise the Drag-Along Right shall be exercised by delivering a written notice to each of the Dragged Shareholder(s) at any time before the transfer of Shares to the Proposed Dragged Purchaser. Such written notice (the “Drag-Along Notice”) shall specify: name of the Proposed Dragged Purchaser; address and registration number thereof; price per one Share and aggregate price for all Shares, including Dragged Shares; detailed terms and conditions, including but not limited to the price and other additional payments, terms of payment of the price, conditions precedent, other relevant terms. The sale of the Dragged Shares shall be completed on the date proposed for completion of the sale of the Shares of the Dragging Shareholder(s), unless selling Shareholders agree otherwise. The Dragged Shareholders shall execute and perform all such documents and acts as required by the applicable law in order to effectively transfer the Dragged Shares to the Proposed Dragged Purchaser, in particular shall execute a share sale agreement. The Dragged Shareholders shall not be required to transfer the Dragged Shares prior to the date on which the Shares of the Dragging Shareholders are transferred to the Proposed Dragged Purchaser. The transfer of title to the Dragged Shares to the relevant purchaser shall take place upon crediting the bank account of the Dragged Shareholder with the amount of a price for their Dragged Shares. If the sale under the Drag-Along Party, at least thirty Right has not been consummated within 12 (30twelve) days prior to closing of the proposed Transfer, of the identity months following delivery of the Drag-Along PurchaserNotice, all Dragged Shareholders shall be released from the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the terms of obligation under 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06Right. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Sale.

Drag Along Right. (a) In the event that RN Stockholder (for so long as such Stockholder owns If at least twentyany time one or more Stockholder(s) propose to transfer Shares representing over 50% of all then-five percent (25%) of the then outstanding shares of Voting StockCommon Stock (on a non-fully diluted basis) and MTVN Stockholder to any Person, and, such Stockholder(s) (for so long as such Stockholder owns at least twentythe "DRAG-five percent ALONG RIGHTHOLDERS") have received a bona fide, arm's length offer from an Offeror to purchase (25%including a purchase by merger, consolidation or similar transaction) all of the then outstanding shares Shares or all or substantially all of Voting Stock) (for purposes the assets of this Section 3.06Parent, each, an “Original Stockholder”) shall have jointly entered into an agreement with any Person (such Person, a “the Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 shall be exercised by Rightholders may send written notice (the “"DRAG-ALONG NOTICE") to Parent and the other Stockholders (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale. Upon receipt of a Drag-Along Notice”, each Drag-Along Seller receiving such notice shall be obligated to (i) to sell all of its Shares in the transaction (including a sale or merger, consolidation or similar transaction) contemplated by the Drag-Along Party, at least thirty (30) days prior to closing of Notice on the proposed Transfer, of the identity of same terms and conditions as the Drag-Along PurchaserRightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all action (or refrain from taking certain actions) necessary to cause the consummation of such transaction, the consideration offered for the transferring Stockholder’s Voting Stock (the “including not exercising any appraisal rights in connection therewith. Each Drag-Along Price”), Seller further agrees to take all actions (including executing documents) in connection with the terms consummation of the proposed transaction as may reasonably be requested of it by the Drag-Along Purchaser’s financing Rightholders. (if b) In connection with 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined sale pursuant to this Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms3.3(a), the Drag-Along Party Seller shall deliver an assignment agreement transferring all of its Voting Stockmake to the Offeror the same representations, duly executedwarranties, free covenants, indemnities and clear of any Liens, against delivery of agreements as the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Drag-Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person Rightholders make in connection with the Proposed Sale, other than the Company and proposed transfer (ii) the liability for indemnification, if any, of such Drag Along Party except that in the Proposed Sale case of representations, warranties, covenants, indemnities and for agreements pertaining specifically to the inaccuracy of any representations Drag-Along Rightholders, a Drag-Along Seller shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by the Company in connection with transferring Drag-Along Rightholders and such Proposed Sale, is several Drag-Along Seller severally and not joint with any other Person, jointly and is that the liability of the transferring Drag-Along Rightholders and such Drag-Along Seller thereunder shall be borne by each of them on a pro rata in proportion to basis. The Drag-Along Seller shall receive the same type and amount of consideration (and rights) per Share for the corresponding class or series of stock (on an as converted basis, if applicable) and the same type and amount of consideration (and rights) for each type of Common Stock Equivalent, in each case, as is paid or delivered to the Original Stockholders and any other Drag Drag-Along Parties Rightholders in the Proposed Salesale pursuant to Section 3.3(a).

Drag Along Right. (a) In the event that RN If a Stockholder (for so long as such Stockholder owns proposes to Transfer to any Purchaser a number of shares of Stock which represents at least twenty-five percent (25%) a majority of the then outstanding shares of Voting StockCommon Stock on a fully-diluted basis (the "Transferred Shares") and MTVN then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (for so long each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as such Stockholder owns at least twenty-five percent (25%) Drag Along Shares exceeds the percentage of the then outstanding shares of Voting Stock) (for purposes of this Section 3.06Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, eachDrag Along Seller, an “Original Stockholder”) shall have jointly entered into an agreement with any Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitledshall, at its optionsole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to require each such Drag Along 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”which acceptance shall not be unreasonably withheld or delayed). The Drag-Along Right Such fairness opinion shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), confirm that the terms of the Drag-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 Sale are fair to the Drag-Drag Along Purchaser on the Drag-Along Terms at Stockholders from a price equal to the product financial point of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06view. (b) Notwithstanding the foregoing, a The Drag Along Party will not be required Seller shall deliver to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock each Drag Along Stockholder written notice (the “Proposed Sale”"Drag Along Notice") unless (iof any sale to be made pursuant to Section 5.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Party shall not Seller, the number of shares to be liable for sold by each Drag Along Stockholder, and the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company terms and (ii) the liability for indemnificationconditions, if any, of such transaction. Pending consummation of the Drag Along Party Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the Proposed proposed timing for the Drag Along Sale and for any other material developments in connection therewith. The Drag Along Sale shall be on the inaccuracy same terms and conditions as the sale of any the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties made as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Company Drag Along Seller or the Drag Along Stockholder in connection accordance with such Proposed Salethe provisions of this Section 5 shall have been completed, is several and not joint the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with any other Personthe consummation of the sale of the Transferred Shares pursuant to this Section 5, and is pro rata in proportion the Drag Along Seller shall cause the Purchaser to remit directly to the amount of Drag Along Stockholder the consideration paid with respect to the Original Stockholders and any other Drag Along Parties Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 5, however, shall remain in the Proposed Saleeffect for any subsequent proposed sale.

Drag Along Right. If no exit has been provided to the Anchor Investors after the expiry of 12 (atwelve) In months after the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) of Exit Period, 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”) Anchor Investors shall have jointly entered into an agreement with the right ("Drag Along Right") but not the obligation to require the other Shareholders or any Person of them ("Drag Along Parties") to sell all the Securities held by them on such Persondate and on such terms, a “including the price for the relevant Securities ("Drag-Along Purchaser”) regarding Price"), that the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent Anchor Investors may have agreed with any bona-fide third party purchaser (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”Buyer"). The Drag-In such event, the Drag Along Right Parties shall be exercised by written notice (the “Drag-Along Notice”) unconditionally obliged to sell such Securities to the Drag-Along Party, Buyer at least thirty the Drag-Along Price and on the same terms and price offered to Anchor Investors. Provided however that the Drag Along Right can be exercised only if Anchor Investors having a shareholding of not less than 66% (30sixty-six percent) days prior to closing of the proposed Transfer, share capital of the identity Company on a Fully Diluted Basis have agreed and approved of the exercise of the Drag Along Right. 12.5.1 For the purpose of this Clause, the Anchor Investors shall deliver a written notice ("Drag-Along Notice") to the Drag Along Parties and to the other Shareholders (only for the purpose of information), stating that the Anchor Investors wish to exercise their rights under Clause 12.5 above, and setting forth the name and address of the Drag-Along PurchaserBuyer, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the terms number of Securities of the Drag-Drag Along Purchaser’s financing (if any and if known), the anticipated date of closing of the Parties proposed Transfer and any other material terms and conditions of the proposed Transfer (the “Drag-Along Terms”). The Drag-Along Party shall to be obligated to sell all of its Voting Stock Transferred to the Drag-Along Purchaser on Buyer, the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of Price and all material terms and conditions offered by the Drag-Along Party over Buyer. 12.5.2 Upon delivery of a Drag-Along Notice, the percentage Drag Along Parties shall be required to unconditionally and irrevocably Transfer such number of ownership of Voting Stock then outstanding of their Securities, as specified in the transferring Stockholder Drag-Along Notice, to the Drag-Along Buyer, upon the same terms and conditions (y) including, without limitation, the Drag-Along Price; provided) as agreed to by the Anchor Investors and the Drag- Along Buyer, however, that the holders of shares of Preferred Stock and shall be entitled make to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms)Buyer representations, the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stockwarranties, duly executedcovenants, free indemnities and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant agreements comparable to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty those made by any other Person the Anchor Investors in connection with the Proposed SaleTransfer and shall agree to the same conditions to the Transfer as the Anchor Investors agree, other than the Company it being understood that all such representation, warranties, covenants, indemnities and (ii) the liability for indemnification, if any, of such agreements shall be made by each Drag Along Party in and the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several Anchor Investors severally and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other jointly. The Drag Along Parties (other than Dvara and Anchor Investors) shall be required to Authenticated through Leegality.com (nVVKkrT) SUVALAXMI CHAKRABORTY Date: Fri Sep 24 22:19:02 IST 2021 Authenticated through Leegality.com (nVVKkrT) Samir Amrit Shah Date: Fri Sep 24 20:26:39 IST 2021 Authenticated through Leegality.com (nVVKkrT) Samir Amrit Shah Date: Fri Sep 24 20:26:39 IST 2021 Authenticated through Leegality.com (nVVKkrT) Kshama Fernandes Date: Mon Sep 27 13:51:22 IST 2021 Authenticated through Leegality.com (nVVKkrT) Misty Burns Date: Fri Sep 24 20:31:49 IST 2021 Authenticated through Leegality.com (nVVKkrT) BV Narasimham Date: Sat Sep 25 12:54:12 IST 2021 Authenticated through Leegality.com (nVVKkrT) Jeffrey Hom 43 Date: Wed Sep 29 11:12:06 IST 2021 provide all representations, warranties, undertakings and indemnities in respect of the Proposed SaleBusiness and operations of the Company to such Drag-Along Buyer.

Drag Along Right. (a) In the event that RN Stockholder (for so long as such Stockholder owns that, at least twenty-five percent (25%) any time, Solera proposes to sell shares of Common Stock owned by it to a Proposed Purchaser, and the shares proposed to be sold, together with all shares of the then Common Stock previously sold by Solera, would represent either (x) more than 66% of the aggregate number of shares of Common Stock, on an as-converted basis, that Solera owned as of the date hereof, or (y) more than 51% of the outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) Common Stock of the Company, on an as-converted basis, at the time of such proposed transaction, then outstanding shares of Voting Stock) Solera at its election may provide each Continuing Stockholder written notice (for purposes of this Section 3.06, each, an “Original Stockholder”) shall have jointly entered into an agreement with any Person (such Person, a “Drag-Along PurchaserSale Notice”) regarding of such proposed sale (a “Proposed Drag-Along Sale”) and the Transfer material terms of all the Proposed Drag-Along Sale as of their Voting Stock, an Original the date of such Drag-Along Sale Notice. Each Continuing Stockholder shall be entitledobligated to, at its optionand shall, sell, transfer and deliver, or cause to require each Stockholder holding less than fifteen percent be sold, transferred and delivered to such Proposed Purchaser as set forth below. (15%b) The number of the then outstanding shares of Voting Common Stock (the “that each Continuing Stockholder shall be required to include in a Proposed Drag-Along Party”) to include all of its Voting Stock in such sale (the “Drag-Along Right”). The Drag-Along Right shall Sale will be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (xi) the ratio number of the percentage shares of ownership of Voting Common Stock then outstanding held by such Continuing Stockholder and (ii) a fraction, the numerator of which shall be the number of shares of Common Stock which Solera proposes to sell in the Proposed Drag-Along Party over Sale and the percentage denominator of ownership which shall be the number of Voting shares of Common Stock, on an as-converted basis, then held by Solera. (c) Shares of Common Stock then outstanding of the transferring Stockholder and (y) the will be included in a Proposed Drag-Along PriceSale pursuant hereto and pursuant to any agreement with the Proposed Purchaser relating thereto, on the same terms and subject to the same conditions applicable to the shares of the Common Stock which Solera proposes to sell in the Proposed Drag-Along Sale. Such terms and conditions shall include, without limitation, (i) the sale consideration (which shall be reduced by the fees and expenses incurred by Solera and the Company in connection with the Proposed Drag-Along Sale), and (ii) the provision of information, representations, warranties, covenants and requisite indemnifications; provided, however, that any representations and warranties relating specifically to any Stockholder shall only be made by that Stockholder and any indemnification provided by the holders Stockholders shall be based on the number of shares of Preferred Common Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated being sold by each Stockholder in the Proposed Drag-Along Terms)Sale, either on a several, not joint, basis, or solely with recourse to an escrow established for the benefit of the Proposed Purchaser, contributions to which escrow shall be proportionate to the number of shares of Common Stock being sold by each Stockholder in the Proposed Drag-Along Party shall Sale. (d) Upon receiving a Drag-Along Sale Notice, each Continuing Stockholder will, if requested by Solera, execute and deliver an assignment a custody agreement transferring all and power of its Voting Stock, duly executed, free attorney in form and clear substance customary for such transactions (a “Custody Agreement and Power of any Liens, against delivery Attorney”) with respect to the shares of the purchase price therefor. Each party shall bear its own expenses Common Stock which are to be included in connection with a Transfer the Proposed Drag-Along Sale pursuant to this Section 3.064.1. The Custody Agreement and Power of Attorney will provide, among other things, that the Continuing Stockholders executing such Custody Agreement and Power of Attorney will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Common Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Continuing Stockholder’s agent and attorney-in-fact with full power and authority to act under a custody agreement and power of attorney on behalf of such Continuing Stockholders with respect to the matters specified therein. (be) Notwithstanding the foregoing, a Drag Along Party Each Continuing Stockholder agrees that he or she will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any execute such other Person agreements as Solera may reasonably request in connection with the consummation of a Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Drag-Along Party in the Proposed Sale and for the inaccuracy transactions contemplated thereby, including, without limitation, any purchase agreement, proxies, written consents in lieu of meetings or waiver of appraisal rights. (f) For the avoidance of doubt, the provisions of this Article IV shall not apply to any sales by Solera of any representations and warranties made shares of Preferred Stock, which sales shall instead be governed by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed SaleSection 4.2 hereof.

Drag Along Right. (a) In After the event that RN Closing Date, if the Stockholder Majority elect to effect a Company Sale, then such Stockholder Majority (for so long the Stockholder Majority in its capacity 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 under this Section 3.065.1(a), each, an “Original Stockholder”) shall have jointly entered into an agreement with any Person (such Person, a the “Drag-Along PurchaserRepresentative”) regarding may (but shall not have an obligation to) notify the Transfer of all of their Voting Stock, an Original other Stockholders not included in such Stockholder shall be entitled, at its option, to require Majority (each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock (the a “Drag-Along Party”) to include all of its Voting Stock in such sale (the “Drag-Along Right”). The Drag-Along Right shall be exercised by written notice writing (the “Drag-Along Notice”) at least fifteen (15) Business Days prior to the Drag-Along Party, at least thirty (30) days prior to closing consummation of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock such Company Sale (the “Drag-Along PriceTransaction”), . The Drag-Along Notice shall specify the terms identity of the prospective parties involved in the Drag-Along Purchaser’s financing (if any and if known)Transaction, the anticipated date of closing a reasonable summary of the proposed Transfer and any other material terms and conditions of the proposed Transfer (the “Drag-Along Terms”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). The 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, (B) 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, (C) no Drag-Along Party shall raise any objections to the proposed Drag-Along Transaction, (D) the Drag-Along Party 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 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 5.1, (E) the Drag-Along Party shall execute all documents reasonably required to effectuate such Drag-Along Transaction, as determined by the Drag-Along Representative in good faith, (F) the Drag-Along Party shall be obligated to sell all of its Voting Stock to provide the Drag-Along Purchaser same representations, warranties, covenants, agreements, indemnities (on a pro rata basis (but not a joint and several basis); provided that the Drag-Along Terms at a price equal to the product of aggregate liability (xincluding any indemnification obligation) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over in the percentage 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 Voting Stock 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 Subsidiaries, causing the 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 Drag-Along Party that is an employee of the Company or any of its Subsidiaries, no Drag-Along Party shall be required to 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 Stockholders constituting the Stockholder Majority exercising its rights under this Section 5.1; provided that with respect to any 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 any Drag-Along Transaction containing non-competition, non-solicitation, no-hire and/or and confidentiality provisions to the extent that such provisions are reasonable and customary, in light of the circumstances of the Drag-Along Transaction. As used herein, “Drag-Along Pro Rata Share” of the Drag-Along Party means the number derived by multiplying (x) the total number of Equity Securities of such class held by the Drag-Along Party, by (y) a fraction, the numerator of which is the total number of Equity Securities of such class to be sold by the Stockholder Majority triggering this Section 5.1 in the Drag-Along Transaction and the denominator of which is the total number of the then outstanding Equity Securities of such class held by such Stockholder Majority. (b) The obligations of the transferring Drag-Along Party with respect to the proposed Drag-Along Transaction are subject to the condition that upon the consummation of the Drag-Along Transaction, the Drag-Along Party, to the extent entitled thereto based on the Equity Securities held thereby, shall receive the same form of consideration as the Stockholder Majority triggering this Section 5.1 (less any applicable taxes or withholding obligations). (c) If requested by the Drag-Along Representative, at least five (5) Business Days prior to the consummation of a Drag-Along Transaction, the Drag-Along Parties shall deliver to the Company to hold in escrow pending transfer of the consideration therefor, the duly endorsed certificate or certificates representing the Equity Securities held by the Drag-Along Party to be sold, and a stock power and limited power-of-attorney authorizing the Drag-Along Representative to take all actions reasonably necessary to sell or otherwise dispose of such Equity Securities. In the event that a Drag-Along Party should fail to deliver such Equity Securities (yor the certificates evidencing such Equity Securities), the Company shall cause the books and records of the Company to show that such Equity Securities are bound by the provisions of this Section 5.1 and that such Equity Securities may be Transferred to the purchaser in such Drag-Along Transaction. (d) If a proposed Drag-Along Transaction is consummated, then each Drag-Along Party shall bear its pro rata share (based upon the relative aggregate amounts of consideration received by such Drag-Along Party as compared to the aggregate amounts received by the other Stockholders participating in such Drag-Along Transaction) of all costs of sale of the Equity Securities pursuant to such Drag-Along Transaction to the extent such costs are not otherwise paid by the Company or the acquiring party. Costs incurred by any Drag-Along Party in connection with a Drag-Along Transaction shall not be considered costs of the Drag-Along Transaction hereunder. (e) Whenever more than one (1) class of Equity Securities is outstanding, the Board shall make all determinations of pro rata shares rights and obligations under this Section 5.1 reasonably and in good faith. (f) Without limiting anything contained in this Agreement (including this Section 5.1), (i) any Company Sale may be structured as an auction and may be initiated by the delivery to the Company of a written notice that the Stockholder Majority triggering this Section 5.1 has elected to initiate an auction sale procedure, (ii) the Drag-Along Price; providedRepresentative, howeveron behalf of such Stockholder Majority, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant take all steps reasonably necessary to Section 3(c) of Article IV carry out an auction of the Charter Company, including selecting an investment bank, providing confidential information, selecting the winning bidder and negotiating the requisite documentation, and (iii) the Company and each Stockholder (whether a Drag-Along Party or otherwise) shall provide reasonable assistance with respect to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in these actions as reasonably requested by the Drag-Along Terms)Representative in connection therewith. (g) Each Stockholder acknowledges that even if a Drag-Along Notice has been given, none of the Stockholder Majority triggering this Section 5.1, the Drag-Along Party Representative or the Company shall deliver an assignment agreement transferring all of its Voting Stockhave any obligation to consummate any Drag-Along Transaction or shall have any liability to any Stockholder arising from, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant relating to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Salepursuit, other than the Company consummation, postponement, abandonment or terms and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy conditions of any representations and warranties made by such Drag-Along Transaction, except to the Company in connection with such Proposed Sale, is several and not joint extent of any failure to comply with any other Person, and is pro rata in proportion to the amount express provision of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Salethis Section 5.1.

Drag Along Right. (a) In After the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent four (25%) 24)-month anniversary of the then outstanding shares Restructuring Closing Date and other than with respect to a Transfer to a Permitted Transferee, if a Stockholder or group of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) Stockholders holding a majority of the then issued and outstanding shares of Voting Stock) Company Securities (for purposes of this Section 3.06together, each, an the “Original StockholderDragging Holders”) shall have jointly entered into desire to Transfer all or substantially all of such Dragging Holders’ Company Securities to an agreement with Unaffiliated Person or any Person on an arm’s-length basis (such Person, a “Drag-Along PurchaserSale”), then if requested by any Dragging Holder, each other Stockholder (a “Dragged Holder”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, required to require each Stockholder holding less than fifteen percent (15%) of participate in the then outstanding shares of Voting Stock (the “Drag-Along Party”Sale in accordance with this Section 3.5. (b) No more than ten (10) Business Days after the execution and delivery by all parties thereto of the definitive agreement entered into with respect to include all of its Voting Stock in such sale (the “Drag-Along Right”). The Drag-Along Right Sale and, in any event, at least fifteen (15) Business Days prior to the proposed closing date thereof, the Dragging Holders shall be exercised by deliver to each Dragged Holder and to the Company written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), setting forth the material terms of the Drag-Along Purchaser’s financing (if any Sale, including the consideration to be paid by the purchaser for the Company Securities. The consideration to be received by a Dragged Holder in the Drag-Along Sale shall be the same form and if known)amount of consideration per Unit to be received by the Dragging Holders, and 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 such sale shall be obligated the same as those upon which the Dragging Holders sell their Company Securities. (c) Each Stockholder agrees to sell all (i) refrain from the exercise of its Voting Stock dissenters rights, approval rights, appraisal rights or similar rights at any time with respect to the Drag-Along Purchaser on Sale, (ii) consent to and raise no objections to the Drag-Along Terms Sale, including asserting any claim or commencing any suit premised on a breach of fiduciary duty (or aiding and abetting thereof) by a Stockholder or any of its Affiliates in connection with the Drag-Along Sale and (iii) to the extent a Drag-Along Sale is structured as a merger or consolidation, each Stockholder shall vote any shares of Common Stock which it has the right to vote to approve such merger or consolidation, whether by written consent or at a price equal stockholders’ meeting, and waive all dissenters rights, approval rights and similar rights in connection with such merger or consolidation. In addition, each Dragged Holder and the Company shall take all other action reasonably necessary or desirable to cause the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding consummation of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding Sale. Without limitation of the transferring Stockholder and foregoing, at least ten (y10) Business Days prior to the proposed closing date of the Drag-Along Price; providedSale, however, that each Dragged Holder shall deliver to the holders of shares of Preferred Stock shall be entitled Company to be paid the amount determined pursuant to Section 3(c) of Article IV hold in escrow pending transfer of the Charter to the extent applicable. At the closing consideration therefor, any agreements or other documents reasonably requested of such Transfer (which anticipated date, place and time shall be designated in Dragged Holder to consummate such Drag-Along Sale. Upon the consummation of the Drag-Along Terms)Sale, the acquiring Person shall pay directly to each Dragged Holder, by wire transfer of immediately available funds, the purchase price for the Company Securities sold by such Dragged Holder pursuant thereto. (d) All Dragged Holders holding currently vested and exercisable options or warrants to acquire Common Stock shall be required, at the Board’s discretion, to either (i) exercise such options or warrants prior to the consummation of the Drag-Along Party shall deliver an assignment agreement transferring all Sale and participate in such sale as holders of its Voting Stock, duly executed, free and clear such class of any Liens, against delivery Common Stock or (ii) upon the consummation of the purchase price therefor. Each party shall bear its own expenses sale, receive in exchange for such options or warrants consideration equal to the amount determined by multiplying (A) the same amount of consideration per share of such Stock received by the holders of such class of Common Stock in connection with a Transfer pursuant the sale less the exercise price per share of Common Stock of such options or warrants to acquire such Common Stock by (B) the number of shares of Common Stock represented by such then currently vested and exercisable options or warrants, subject to the same adjustments, escrows and contingent liabilities as such class of Common Stock. Each Dragged Holder hereby appoints the Dragging Holders and any designee thereof, each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution to vote or act by written consent with respect to all of such Dragged Holder’s shares of Common Stock which it has the right to vote (i) in accordance with this Section 3.063.5 and (ii) to sign its name (as a Stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Delaware may permit or require solely to fulfill the requirements of this Section 3.5. This proxy is given to secure the performance of the duties and obligations of such Dragged Holder under this Section 3.5. Each Dragged Holder affirms that the proxy granted hereunder is coupled with an interest and is irrevocable until termination of this Agreement, whereupon such proxy and power of attorney will automatically terminate. (be) Notwithstanding In connection with the foregoingDrag-Along Sale, each Dragged Holder shall (i) agree to make, or agree to, customary representations and warranties regarding such Dragged Holder’s legal status and authority and ownership of the Company Securities being Transferred and customary indemnities on a Drag Along Party will several but not joint basis regarding the same and (ii) not be required to comply with Section 3.06(a) above in connection with agree to any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation non-competition, non-solicitation or warranty made by any other Person in connection with the Proposed Sale, similar restrictive covenants other than confidentiality and employee non-solicitation or to indemnify or contribute any amount in excess of the Company total purchase price received by such Dragged Holder in any such Drag-Along Sale. (f) Each Dragged Holder shall bear a pro rata share of the fees and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made expenses incurred by the Company in connection with such Proposed any Drag-Along Sale, in each case, based on the proceeds to be received by such Dragged Holder. To the extent any Dragged Holder is required to provide indemnification in connection with the Drag-Along Sale, the indemnification obligations of such Dragged Holder shall be (i) several and not joint with any other Personjoint, and is (ii) no less favorable to such Dragged Holder than that resulting from pro rata indemnification among all the Dragged Holders (other than with respect to indemnification arising from breaches of customary representations relating to such Dragged Holder’s ownership of Company Securities and authority) and the Dragging Holders based on the proceeds to be received by such Dragged Holder or Dragging Holder in proportion the Drag-Along Sale and (iii) limited to the amount aggregate proceeds received by such Dragged Holder in such Drag-Along Sale except in cases of consideration paid fraud with respect to the Original Stockholders such customary representations relating to such Dragged Holder’s ownership of Company Securities and any other Drag Along Parties in the Proposed Saleauthority.

Drag Along Right. (aA) In the event that RN Stockholder If (for so long as such Stockholder owns at least twenty-five percent (25%i) all of the then outstanding shares of Voting StockInvestors and (ii) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) the Founders that hold a majority in interest of the aggregate Shares held by the Founders, (the "DRAGGING PARTIES") agree to Transfer all the Shares of the Company held by them to, or vote for a merger or consolidation of the Company into, or a sale of all or substantially all assets of the Company to, a purchaser that is not an Affiliate of the Company (a "DRAG-ALONG SALE"), then outstanding shares all of Voting Stock) the Six Shareholders (for purposes of this Section 3.06, each, an “Original Stockholder”the "DRAGGED PARTIES") shall have jointly entered into an agreement with any Person (agree to, and shall vote in favour of, such Person, a “Drag-Along Purchaser”) regarding Sale and shall Transfer the Transfer of all same pro rata amount of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen percent (15%) of the then respective outstanding shares of Voting Stock (the “Shares in such Drag-Along Party”) Sale as the Dragging Parties propose to include all of its Voting Stock Transfer in such sale (the “Drag-Along Right”Sale. (B) Any such sale or disposition by the Dragged Parties shall be on the same terms and conditions, including (without limitation) as to the form of consideration, as the proposed Drag-Along Sale by the Dragging Parties. Such Dragged Parties shall be required to make such representations, warranties and indemnities in connection with the Drag-Along Sale as made by the Dragging Parties. (C) Prior to making any Drag-Along Sale in which the Dragging Parties wish to exercise their rights under this Clause 8, the Dragging Parties shall provide the Company and all the Dragged Parties with written notice (the "DRAG-ALONG NOTICE") not less than five (5) Business Days prior to the proposed closing date of the Drag-Along Sale (the "DRAG-ALONG SALE DATE"). The Drag-Along Right Notice shall set forth: (i) the name and address of the third party purchasers; (ii) the proposed amount and form of consideration to be exercised paid per share, and the terms and conditions of payment offered by written notice each of the third party purchasers; (the “Drag-Along Notice”iii) to the Drag-Along Party, at least thirty Sale Date; (30iv) days prior to closing the number of Shares held of record by the proposed Transfer, of Dragging Parties on the identity date of the Drag-Along PurchaserNotice; (v) the number of Shares to be transferred, sold or otherwise disposed of by the consideration offered for Dragging Parties; and (vi) the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the terms number of Shares 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled Dragged Parties to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated included in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Sale.

Drag Along Right. (a) In At any time after the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) eighth anniversary of the then outstanding shares date hereof: (i) At any time thereafter, Onex Partners may (A) elect to sell or exchange, in one or a series of Voting Stock) and MTVN Stockholder related transactions (for so long as such Stockholder owns at least twenty-five percent (25%) including, without limitation, pursuant to a stock sale, asset sale, recapitalization, tender offer, merger, share exchange or other business combination or similar transaction), all of the then outstanding shares capital stock of Voting Stockthe Company (or, with respect to an asset sale or similar transaction, all or substantially all of the assets of the Company) in a bona fide sale to a third party purchaser (for purposes of this Section 3.06, each, an “Original Stockholder”) shall have jointly entered into an agreement with any Person (such Person, a “Drag-Along PurchaserSale”) regarding and (B) exercise the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 right (the “Drag-Along Right”). The ) to require each other Investor (the “Drag-Along Right Shareholders”) to transfer at the closing of such Drag-Along Sale to the proposed transferee all of the shares of capital stock of the Company then held by every Drag-Along Shareholder (or, with respect to an asset sale or other similar transaction, agree to, vote in favor of and participate in such transaction as requested by Onex Partners), with the consideration paid in connection with any such Drag-Along Sale to be allocated in accordance with Section C of Article IV of the Articles of Incorporation. (ii) In order to exercise the Drag-Along Right, Onex Partners shall be exercised by deliver to the Drag-Along Shareholders (at the addresses last shown on the records of the Company for such holders) and the Company a written notice of exercise (the a “Drag-Along Notice”) not later than ten (10) days prior to the consummation of the proposed Drag-Along Sale which shall include reasonable details and all material terms of the proposed sale, exchange or other transaction, including the proposed time and place of closing and the form and amount of consideration. The Drag-Along Shareholders shall use their best efforts to cooperate in the Drag-Along Party, at least thirty (30) days prior to closing of Sale and shall take all necessary and desirable actions in connection with the proposed Transfer, of the identity consummation of the Drag-Along Purchaser, Sale as are reasonably requested by Onex Partners (other than actions requiring the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”payment of money), the terms including, but not limited to, entry into agreements and provision of the Drag-Along Purchaser’s financing representations, warranties and indemnification, subject to subsection (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”)iii) below. The Drag-Along Party Shareholders shall be obligated to sell all of its Voting Stock to the Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated participate in the Drag-Along Terms), Sale on the terms and conditions set forth in the Drag-Along Party Notice and, if applicable, tender their shares of capital stock of the Company as set forth below (it being understood that each Drag-Along Shareholder shall receive consideration as paid in connection with such a transaction in accordance with Section IV(C) of the Articles of Incorporation, except that the Drag-Along Sale may provide for payment in securities, or a combination of cash and securities, to all Investors that are accredited investors within the meaning of Regulation D under the Securities Act of 1933 and in cash to Investors that are not accredited investors or may provide Investors that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Investors that are not accredited investors receive cash). (iii) At or prior to the closing of a Drag-Along Sale, each Drag-Along Shareholder shall deliver or cause to be delivered to Onex Partners (i) wire transfer instructions for payment of the purchase price or other consideration for which payment will be made to such Drag-Along Shareholder pursuant to such Drag-Along Sale, (ii) if applicable, the certificate or certificates representing the shares of capital stock of the Company of such Drag-Along Shareholder to be included in the Drag-Along Sale, together with a limited power of attorney authorizing Onex Partners to transfer such shares of capital stock, if applicable, of such Drag-Along Shareholder on the terms set forth in the Drag-Along Notice, and (iii) if applicable, an assignment executed counterpart of the sale and purchase agreement transferring and such other definitive documents distributed with the Drag-Along Notice. Such purchase agreement and any other definitive documents delivered in connection with the Drag-Along Sale may require the Drag-Along Shareholders to make such representations, warranties and covenants as Onex Partners requires to be made by all Investors in connection with the Drag-Along Sale and to join in any indemnification that is to be provided by the Investors in connection with such Drag-Along Sale; provided, however that: (1) each Drag-Along Shareholder shall have sole liability, whether for indemnification or otherwise, with respect to representations and warranties related to such Drag-Along Shareholder and its authority, ownership and the ability to convey title to the shares of its Voting Stockcapital stock of the Company such Drag-Along Shareholder purports to own, duly executedincluding but not limited to representations and warranties that (A) such Drag-Along Shareholder holds all right, title and interest in and to the shares of capital stock such Drag-Along Shareholder purports to hold, free and clear of any Liensall liens and encumbrances, against delivery (B) such Drag-Along Sale and the obligations of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag such Drag-Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person Shareholder in connection with the Proposed SaleDrag-Along Sale have been duly authorized and approved by all necessary corporate or other entity action, other than if applicable, (C) the Company documents to be entered into by such Drag-Along Shareholder have been duly executed by such Drag-Along Shareholder and delivered to the acquirer and are enforceable against such Drag-Along Shareholder in accordance with their respective terms and (iiD) neither the liability for indemnificationexecution and delivery of documents to be entered into in connection with the transaction, if any, nor the performance of such Drag Drag-Along Party in Shareholder’s obligations thereunder, will cause a breach or violation of the Proposed Sale and for the inaccuracy terms of such Drag-Along Shareholder’s organizational documents or any agreement, law or judgment, order or decree of any court or governmental agency; (2) except as provided in subparagraph (1), the representations and warranties of each Drag-Along Shareholder shall be identical and made on a several basis; (3) except as provided in subparagraph (1), liability, whether for indemnification or otherwise, for representations, warranties, covenants and agreements for indemnification made or given by the Company or Investors in connection with such Proposed Drag-Along Sale, is several and not joint with any other PersonPerson (except to the extent that funds may be paid out of an escrow), and is pro rata in proportion to the amount of consideration paid to such Drag-Along Shareholder in connection with such Drag-Along Sale; and (4) except as provided in subparagraph (1), liability shall be limited to such Drag-Along Shareholder’s applicable share (determined based on the Original Stockholders respective proceeds payable to each shareholder in connection with such Drag-Along Sale) of an aggregate indemnification amount that applies equally to all shareholders but that in no event exceeds the amount of consideration otherwise payable to such Drag-Along Shareholder in connection with such Drag-Along Sale, except with respect to claims related to fraud or willful misconduct by such Drag-Along Shareholder, the liability for which need not be limited as to such Drag-Along Shareholder; and (5) no Drag-Along Shareholder shall be required to enter into a covenant not to compete or other material restriction on its business activities following the closing in connection with the Drag-Along Sale. (iv) Promptly after the consummation of the Drag-Along Sale, Onex Partners shall (A) so notify each Drag-Along Shareholder, (B) cause to be remitted to each Drag-Along Shareholder the total consideration payable to such holder in connection with the Drag-Along Sale, with the cash portion of such consideration paid by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by each such holder, and (C) furnish such other evidence of the completion and the date of completion of the Drag-Along Sale and the terms thereof as may be reasonably requested by each such holder. (v) Each Drag-Along Shareholder does hereby waive, and shall refrain from exercising any dissenters’ rights or rights of appraisal under applicable law with respect to any valid Drag-Along Sale, and no Drag-Along Shareholder shall bring any claim or action seeking to enjoin any Drag-Along Sale or seeking damages in respect of any such Drag-Along Sale effected in accordance with the terms of this Section 1. The Drag-Along Shareholders shall each (A) vote in favor of the Drag-Along Sale, (B) provide, as requested by Onex Partners, written consents approving the Drag-Along Sale, and (C), subject to subsection (iii) above, execute and deliver any other documents requested by Onex Partners or the Company for purposes of effecting the Drag-Along Sale. (vi) Notwithstanding anything to the contrary herein, subject to compliance with the provisions of this Section 1, nothing herein shall be deemed or construed to restrict the ability of Onex Partners to determine in its sole and absolute discretion at any time whether to consummate or decline to proceed with the Drag-Along Sale. If Onex Partners delivers a Drag-Along Notice, at any time before the closing of the related Drag-Along Sale, Onex Partners shall be entitled, in its sole and absolute discretion, to give written notice to the Drag-Along Shareholders of Onex Partners’ election to withdraw the Drag-Along Notice and not to proceed with the proposed Drag-Along Sale. If Onex Partners delivers such withdrawal notice, any previously delivered Drag-Along Notice shall automatically be deemed to be null and void, and any other Drag documentation delivered by any Drag-Along Parties Shareholder in the Proposed Saleconnection with such withdrawn Drag-Along Sale will be returned to such holder.

Drag Along Right. (a) In the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) holders of Total Evercore Equity seek to sell 50% or more of the then outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) Total Evercore Equity to a bona fide buyer which is not an Affiliate of the then outstanding shares of Voting Stock) Company (for purposes of this Section 3.06, each, an “Original Stockholder”) shall have jointly entered into an agreement with any Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, 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 RightDesired Sale”). The Drag-Along Right shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, such holders may provide, at least thirty fifteen (3015) days Business Days prior to closing any related shareholder vote or any transaction closing, written notice to the Investor or any of its Permitted Transferees of such intention, describing in reasonable detail the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), the price and general terms of the Drag-Along Purchaser’s financing Desired Sale. (if any and if known)b) Upon receipt of such notice of a Desired Sale, the anticipated date Investor and its Permitted Transferees shall (i) consent to, vote for and raise no objections against the Desired Sale or the process pursuant to which the Desired Sale was arranged, (ii) waive any dissenters’, appraisal and similar rights, if any, with respect thereto and (iii) if the Desired Sale is a sale of closing shares of Equity Securities, agree to sell a percentage of its Equity-Linked Securities (calculated on an as-converted basis) equal to the percentage of the proposed Transfer and any other material Total Evercore Equity to be sold in the Desired Sale, on the terms and conditions of the proposed Transfer (Desired Sale; provided that, in the “Drag-Along Terms”). The Drag-Along Party shall be obligated event that the Investor no longer has the right to sell all of its Voting Stock designate a Director for nomination for election to the Drag-Along Purchaser on Board at the Drag-Along Terms at time of receipt of notice of a price equal Desired Sale, the Investor shall not be required to provide (A) any representations, warranties or indemnities other than with respect to itself, its Permitted Transferees and the product of Equity Securities held by it or its Permitted Transferees or (xB) any joint and several obligation in connection with the ratio of Desired Sale (other than any obligation which is joint and several among the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder Investor and (y) the Drag-Along Priceits Permitted Transferees); provided, howeverfurther that, in the event the Investor has the right to designate a Director for nomination for election to the Board at the time of receipt of notice of a Desired Sale, the Investor’s indemnification obligations in connection with such Desired Sale shall not exceed fifty percent (50%) of the consideration received by the Investor and its Permitted Transferees in such Desired Sale (except that the foregoing fifty percent (50%) limitation shall not apply with respect to indemnification for breaches of representations, warranties or obligations that relate specifically to the Investor and/or its Permitted Transferees such as representations and warranties regarding the Investor’s and/or its Permitted Transferee’s title to or ownership of securities). (c) The Investor shall take all necessary and desirable actions in connection with the consummation of any Desired Sale including the execution of such agreements and instruments and taking other actions reasonably necessary to (A) cooperate with the purchaser in such Desired Sale to provide such access and information as may be reasonably requested by the purchaser, (B) provide, together with the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV 50% or more of the Charter Total Evercore Equity, the representations, warranties, indemnities, covenants, conditions, escrow agreements, other provisions and agreements (in each case as limited by paragraph (b) above) relating to such Desired Sale as determined by the extent applicableholders of 50% or more of the Total Evercore Equity (provided that the Investor and/or its Permitted Transferees shall not be liable for any obligations that relate specifically to a particular seller (other than the Investor and/or its Permitted Transferees) in such Desired Sale such as indemnification with respect to representations and warranties given by such seller regarding such seller’s title to or ownership of securities) and (C) effectuate the allocation and distribution of the aggregate consideration upon the Desired Sale as set forth below. At the closing of the Desired Sale, such Transfer (which anticipated date, place and time Equity-Linked Securities to be transferred by the Investor in the Desired Sale shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liensliens, against delivery claims or encumbrances (other than restrictions imposed pursuant to this Agreement, the Restated Certificate of Incorporation, the purchase price thereforBylaws and applicable federal and state securities laws). Each party In connection with any Desired Sale, the Investor shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company costs and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is its pro rata in proportion share of costs to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Saleextent incurred by all sellers.

Drag Along Right. (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 Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its option, to require each Stockholder holding less than fifteen ten percent (1510%) 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 shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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 Drag-Along Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Sale.

Drag Along Right. (a) In Notwithstanding anything contained herein to the event that RN Stockholder (for so long as such Stockholder owns contrary, if, at least twenty-five percent (25%) any time after the third anniversary of the date of this Agreement, the holders of 60% of the then outstanding shares of Voting Stock) and MTVN Stockholder Series B Preferred Stock (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 StockholderSelling Purchasers”) shall have jointly entered into an agreement with any Person wish to accept a bona fide arms length proposal (such Person, a “Drag-Sale Proposal”) from a person (the “Drag Along Purchaser”) regarding the Transfer of to acquire all or substantially all of their Voting Stockthe assets or shares of capital stock of the Company (by merger, an Original consolidation or otherwise), then the Company and the remaining Stockholders (the “Remaining Stockholders”), shall either: (i) approve the Sale Proposal (the “Sale Option”) in accordance with the provisions of the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Bylaws (the “Bylaws”), in which case the Company and each Remaining Stockholder shall be entitledobligated to take all necessary action to cause the transaction contemplated in the Sale Proposal (a “Required Sale”) to be consummated; or (ii) purchase (the “Purchase Option”) from the Selling Purchasers, at its optionon the same terms and conditions as set forth in the Sale Proposal, the Shares held by such Selling Purchasers. (b) Not later than sixty (60) days prior to require each Stockholder holding less than fifteen percent (15%) the proposed date for the consummation of the then outstanding shares of Voting Stock Required Sale (the “Drag-Along Party”) to include all of its Voting Stock in such sale (the “Drag-Along RightClosing Date”). The Drag-Along Right , the Selling Purchasers shall be exercised by written send a notice (the “Drag-Along Notice”) to the Company and each Remaining Stockholder, which notice shall include, among other things (i) the name and address of the Drag-Along PartyPurchaser, (ii) the aggregate price at least which the Drag-Along Purchaser is willing to acquire the Company’s assets or outstanding shares and (iii) any other material terms as set forth in the Sale Proposal. Not later than thirty (30) days prior to the Drag-Along Closing Date, each Remaining Stockholder shall deliver to the Company a notice indicating whether such Remaining Stockholder elects the Sale Option or the Purchase Option. (i) If the Remaining Stockholders holding a majority of the outstanding Shares held by all Remaining Stockholders elect the Sale Option, then the Company shall approve the Required Sale and each Remaining Stockholder shall execute and deliver such documents and take all other actions as may be reasonably requested by the Drag Along Purchaser or the Selling Purchasers in connection with the Require Sale. In furtherance of the foregoing, in connection with such sale, each Remaining Stockholder will (A) vote in favor of, consent to, participate in and raise no objections against the Required Sale or the process pursuant to which it was arranged and (B) waive any dissenters’ rights, appraisal rights and other similar rights. The closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’s Voting Stock (the “Drag-Along Price”), 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 Sale Proposal shall be obligated to sell all of its Voting Stock to held at the time and place designated by the Selling Purchasers and the Drag-Along Purchaser on the Drag-Along Terms at a price equal pursuant to the product of (x) the ratio terms of the percentage of ownership of Voting Stock then outstanding of Drag Along Notice. Notwithstanding the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms)above, the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. Remaining Stockholders (b1) Notwithstanding the foregoing, a Drag Along Party will not be required to comply make any representations or warranties except with Section 3.06(arespect to ownership of its Shares and then only to the same extent as the Selling Purchasers and (2) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall will not be liable for required to give any indemnities except on a pro rata basis with the inaccuracy Selling Purchasers based on the amount of proceeds received by each, and that any representation such indemnification obligation by a Remaining Stockholder will in no event exceed the proceeds received by or warranty made paid on behalf of such Remaining Stockholder. (ii) If the Remaining Stockholders holding a majority of the outstanding Shares held by any other Person all Remaining Stockholders elect the Purchase Option, then the Company or the Remaining Stockholders shall purchase all Shares held by the Selling Purchasers on the same terms and conditions as set forth in the Sale Proposal, and at a price per share equal to what the Selling Purchasers would have received had the Required Sale been consummated. The closing shall take place within thirty (30) days following the last date on which the Remaining Stockholders were required to deliver notice to the Company pursuant to Section 7(b) above. The Selling Stockholders shall execute all documents reasonably requested (and typically required in transactions of this nature) by the Company or Remaining Stockholders, as applicable, in connection with the Proposed Sale, other than the Company and (ii) the liability for indemnification, if any, consummation of such Drag Along Party in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to the Original Stockholders and any other Drag Along Parties in the Proposed Saletransaction.