Common use of Drag Along Right Clause in Contracts

Drag Along Right. In the event that at any time following the Closing, (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking of the Company, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in the event the Sale of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”), should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the Company.

Drag Along Right. In the event that at any time following the Closing, (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: Company’s equity securities then outstanding (Athe “Majority Shareholders”) a transaction determine to sell or series otherwise dispose of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking of the Company, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in the event the Sale of the Company requires or all or fifty percent (50%) or more of the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders capital stock of the Company to vote on the approval of in each case in a Sale transaction constituting a change in control of the Company, to any non-Affiliate(s) of the Company or any of the Majority Shareholders, or to cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Majority Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), the Grantee, including any of his or her successors as contemplated herein, shall be present, in person or by proxy, as a holder of Shares, at all such meetings obligated to and be counted for shall upon the purposes of determining the presence written request of a quorum at such meetingsMajority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) to vote (in personexecute and deliver such instruments of conveyance and transfer and take such other action, by proxy or by action by written consent, as applicable) all including voting such Shares in favor of such any Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) in the event that the Sale of the Company is to be effected proposed by the sale of Shares held by another Shareholder (the “Selling Shareholder”)Majority Shareholders and executing any purchase agreements, should be obliged to sell all shares of the Company beneficially held by such Shareholder (merger agreements, indemnity agreements, escrow agreements or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Companyrelated documents, shares in the same proportion as the Selling Shareholder is selling) Majority Shareholders or the Buyer may reasonably require in order to carry out the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, provisions of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the CompanySection 5.

Drag Along Right. In (a) Notwithstanding anything contained in this Article II to the event that contrary, at any time following the Closing, (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking prior to an IPO of the Company, or (B) if Tencent proposes a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Trade Sale of the Company”), then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive powerand: (ai) in the event the such proposed Trade Sale is to a bona fide third party (other than Tencent or any Affiliate of Tencent), such Trade Sale has been approved by (x) no less than 75% of the Company requires the approval of shareholders, Board and (ay) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders no less than 75% of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of issued and outstanding TME Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;or (bii) in the event that such proposed Trade Sale is to Tencent or any Affiliate of Tencent, such Trade Sale has been approved by the Sale holders of no less than 66.7% of the Company is to be effected by the sale of issued and outstanding TME Shares (other than any TME Shares held directly or indirectly by another Shareholder (the “Selling Shareholder”Tencent or any of its Affiliates), should be obliged to sell then, upon the written request from Tencent, the Investors shall, and the Investors shall cause their respective controlled Affiliates who beneficially own any TME Shares to, (A) vote all shares voting TME Securities held by them in favor of the Company beneficially held by such Shareholder Trade Sale, (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is sellingB) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; Trade Sale, (dC) to execute and deliver all related documentation and take such other action in support of the Trade Sale of the Company as shall reasonably be requested by Tencent or the Company, and (D) if the Trade Sale is structured as a transfer of TME Shares or other TME Securities, transfer a pro rata portion of their TME Shares or other TME Securities (calculated by multiplying (1) the total number of TME Shares or other TME Securities collectively beneficially owned by the Investors and their controlled Affiliates and (2) a fraction, the numerator of which is the total number of TME Shares or other TME Securities proposed to be transferred in connection with such Trade Sale, and the denominator of which is the total number of outstanding TME Shares or other TME Securities (other than, in the case of Section 2.07(a)(ii), the total number of TME Shares or other TME Securities collectively beneficially owned by Tencent and its Affiliates) to consummate the Trade Sale (such right, the “Drag-Along Right”). When exercising the Drag-Along Right, Tencent shall send written notice (the “Sale Notice”) to the Investors with copy to the Company specifying the names of the purchaser(s), the nature of the Trade Sale, the consideration payable per share or the total consideration payable and a summary of the material terms and conditions of such transaction. Upon receipt of a Sale Notice, the Investors and their respective controlled Affiliates who beneficially own any TME Shares shall be obligated to consummate such Trade Sale in accordance with this Section 2.07; andprovided, that, in connection with such Trade Sale, the consideration to be received by the Investors and their respective controlled Affiliates in exchange for their TME Shares and other TME Securities shall be based on the same per share price as the consideration to be received by Tencent and its Affiliates and shall be paid in the same form as the consideration to be paid to Tencent and its Affiliates in such Trade Sale. Notwithstanding anything to the contrary set forth herein, the parties hereto hereby agree that, for purposes of this Section 2.07, Affiliates of Tencent shall exclude the TME Group Companies or any of the TME Group Companies’ controlled Affiliates. (eb) not In the event that any Investor fails for any reason to deposittake any of the foregoing actions specified in this Section 2.07, after reasonable notice thereof, the Investors hereby grant, on behalf of themselves and on behalf each of their respective controlled Affiliates who beneficially own any TME Securities, an irrevocable power of attorney and proxy to cause their any director approving the Trade Sale to take all necessary actions and execute and deliver all documents deemed by such director to be reasonably necessary to effectuate the terms hereof. The power of attorney granted hereby is intended to secure an interest in property and, in addition, the obligations of each Investor and its controlled Affiliates not to deposit, except as provided in who beneficially own any TME Shares under this Agreement, any voting securities owned by such Party and shall be irrevocable. (c) Notwithstanding anything to the contrary contained herein, without the prior written consent of Tencent, no Trade Sale shall be effected, or Affiliate in a voting trust or subject any such voting securities be permitted to be effected, to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the CompanyProhibited Person.

Drag Along Right. In the event that (a) If Members owning at any time following the Closing, (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale least 60% of the Company Outstanding Units (as defined belowthe “Compellors”) where propose to (i) sell for value all Units held by them (the valuation “ Controlling Units”), whether by a sale of Units or a merger or consolidation involving the Company, or (ii) cause the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires to sell all or substantially all of the equity or assets or undertaking of the CompanyCompany (each such transaction, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the CompanyDrag-Along Sale”), then in each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in the event the Sale of the Company requires the approval of shareholders, (a) if the matter is to be brought case to a vote at a shareholder meetingPotential Purchaser, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) but only in the event that the Sale Company and the Non-Selling Members elect not to exercise their right to purchase all of the Company is Offered Units pursuant to be effected by Section 5.2, the sale of Shares held by another Shareholder Compellors may, at their option , require the Non- Selling Members (the “Selling ShareholderCompelled Members”) to (x) sell all Units owned or held by them, or (y) consent to such asset sale pursuant to Section 6.7(b)(1), should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) case may be, to the person to whom the Selling Shareholder propose to sell its shares, Potential Purchaser for the same per-share consideration (on an as-converted basis) and otherwise on the same terms and conditions as upon which the Selling ShareholderCompellors agreed to enter into the Drag-Along Sale, except that subject to this Section 5.3. (b) The Compellors shall provide a written notice (the Shareholder will not be required “ Drag-Along Notice”) of such Drag-Along Sale to sell its shares unless the liability for indemnification, if any, each of the Shareholder in such Sale of the Company is severalCompelled Members, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of a copy to the Company, not later than the date of acceptance of the Drag-Along Sale by the Potential Purchaser. The Drag- Along Notice shall contain written notice of the exercise of the rights of the Compellors pursuant to Section 5.3(a), setting forth the applicable consideration to be paid by the Potential Purchaser and will not exceed all other material terms and conditions of the consideration payable to Drag-Along Sale, as well as a copy of any letter of intent or similar document providing for the ShareholderDrag-Along Sale, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the Company.available. Within ten

Drag Along Right. In (a) If the event that at any time following the Closing, (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking of the Company, or (B) Management Committee approves a transaction that qualifies as a Liquidation Event (such events described will result in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in the event the Sale of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, then the Company and each of the Members agree to be present, do each of the following: (i) cooperate in person or by proxy, as a holder of Shares, at all such meetings good faith to cause and be counted for effectuate the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company Company; (ii) execute and deliver (or cause to be executed and delivered) (1) any purchase agreement or other documentation requested by the Management Committee, including by (x) joining with the other Members (based on the amount by which each Member’s share of the aggregate proceeds paid with respect to its Units would have been reduced had the aggregate proceeds available for distribution to such Members been reduced by the amount of such obligation) in opposition respect of any purchase price adjustment, escrow, holdback, earn-out or indemnification obligations (other than any such obligations that relate solely to a particular Member) and (y) making, and being solely liable for, individual representations and warranties relating to such Member’s ownership and authority to sell, free of liens, claims and encumbrances, such Member’s Units proposed to be sold by such Member, and (2) all of such Member’s Units, together with one or more duly completed and executed stock powers, letters of transmittal or other proposals that could reasonably be expected applicable instruments of transfer; (iii) consent to delay or impair the ability of the Company to consummate and raise no objections against such Sale of the Company; (biv) in without limiting the event that the Sale generality of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”)foregoing, should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising waive any dissenters’ rights, appraisal rights or similar rights of appraisal under applicable Law at any time arising in connection with respect to such Sale of the Company; (dv) to execute and deliver sell or exchange all related documentation and take such other action in support Units of the Company then held by such Member at the price and pursuant to the terms and conditions of such Sale of the Company as shall reasonably be requested approved by the CompanyManagement Committee; and (evi) not to deposit, and to cause their Affiliates not to deposit, except as provided bear its pro-rata share (based upon the aggregate consideration received in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject Change of Control Transaction) of the costs of any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the CompanyCompany to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the acquiring party; provided, costs incurred by Members on their own behalf shall not be considered costs of the transaction hereunder.

Drag Along Right. In (a) Notwithstanding anything contained in this Article II to the event that contrary, at any time following the Closing, (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking prior to an IPO of the Company, or (B) if Tencent proposes a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Trade Sale of the Company”), then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive powerand: (ai) in the event the such proposed Trade Sale is to a bona fide third party (other than Tencent or any Affiliate of Tencent), such Trade Sale has been approved by (x) no less than 75% of the Company requires the approval of shareholders, Board and (ay) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders no less than 75% of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of issued and outstanding TME Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;or (bii) in the event that such proposed Trade Sale is to Tencent or any Affiliate of Tencent, such Trade Sale has been approved by the Sale holders of no less than 66.7% of the Company is to be effected by the sale of issued and outstanding TME Shares (other than any TME Shares held directly or indirectly by another Shareholder (the “Selling Shareholder”Tencent or any of its Affiliates), should be obliged to sell then, upon the written request from Tencent, the Investors shall, and the Investors shall cause their respective controlled Affiliates who beneficially own any TME Shares to, (A) vote all shares voting TME Securities held by them in favor of the Company beneficially held by such Shareholder Trade Sale, (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is sellingB) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; Trade Sale, (dC) to execute and deliver all related documentation and take such other action in support of the Trade Sale of the Company as shall reasonably be requested by Tencent or the Company, and (D) if the Trade Sale is structured as a transfer of TME Shares or other TME Securities, transfer a pro rata portion of their TME Shares or other TME Securities (calculated by multiplying (1) the total number of TME Shares or other TME Securities collectively beneficially owned by the Investors and their controlled Affiliates and (2) a fraction, the numerator of which is the total number of TME Shares or other TME Securities proposed to be transferred in connection with such Trade Sale, and the denominator of which is the total number of outstanding TME Shares or other TME Securities (other than, in the case of Section 2.07(a)(ii), the total number of TME Shares or other TME Securities collectively beneficially owned by Tencent and its Affiliates) to consummate the Trade Sale (such right, the “Drag-Along Right”). When exercising the Drag- Along Right, Tencent shall send written notice (the “Sale Notice”) to the Investors with copy to the Company specifying the names of the purchaser(s), the nature of the Trade Sale, the consideration payable per share or the total consideration payable and a summary of the material terms and conditions of such transaction. Upon receipt of a Sale Notice, the Investors and their respective controlled Affiliates who beneficially own any TME Shares shall be obligated to consummate such Trade Sale in accordance with this Section 2.07; andprovided, that, in connection with such Trade Sale, the consideration to be received by the Investors and their respective controlled Affiliates in exchange for their TME Shares and other TME Securities shall be based on the same per share price as the consideration to be received by Tencent and its Affiliates and shall be paid in the same form as the consideration to be paid to Tencent and its Affiliates in such Trade Sale. Notwithstanding anything to the contrary set forth herein, the parties hereto hereby agree that, for purposes of this Section 2.07, Affiliates of Tencent shall exclude the TME Group Companies or any of the TME Group Companies’ controlled Affiliates. (eb) not In the event that any Investor fails for any reason to deposittake any of the foregoing actions specified in this Section 2.07, after reasonable notice thereof, the Investors hereby grant, on behalf of themselves and on behalf each of their respective controlled Affiliates who beneficially own any TME Securities, an irrevocable power of attorney and proxy to cause their any director approving the Trade Sale to take all necessary actions and execute and deliver all documents deemed by such director to be reasonably necessary to effectuate the terms hereof. The power of attorney granted hereby is intended to secure an interest in property and, in addition, the obligations of each Investor and its controlled Affiliates not to deposit, except as provided in who beneficially own any TME Shares under this Agreement, any voting securities owned by such Party and shall be irrevocable. (c) Notwithstanding anything to the contrary contained herein, without the prior written consent of Tencent, no Trade Sale shall be effected, or Affiliate in a voting trust or subject any such voting securities be permitted to be effected, to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the CompanyProhibited Person.

Drag Along Right. In the event that at any time following the Closing, (x) the Majority Preferred Holders, (y) Holders and the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking of the Company, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in the event the Sale of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”)) without the need for shareholder approval, should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the Company.

Drag Along Right. In the event that at (i) holders of no less than fifty-five percent (55%) of the Common Stock then outstanding (excluding shares of Common Stock issued upon conversion of any time following the ClosingPreferred Stock and Merger Shares held by Common Holders), voting as a separate class and (xii) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred SharesStock then outstanding, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking of the Company, or (B) a transaction that qualifies voting together as a Liquidation Event single class (such events described in subsections (A) and (B) are referred to in this Agreement as a the “Sale of the CompanySelling Investors”), approve a Company Sale, then each Shareholder Common Holder hereby agrees as follows with respect to all Shares that he, she shares of capital stock and other securities convertible or it holds and any other exercisable into capital stock of the Company securities over which he, she they own or it may acquire or otherwise exercises exercise direct or indirect voting or dispositive powerauthority: (a) in the event the such Company Sale of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Companystockholders, to be present, in person or by proxy, as a holder of Shares, capital stock of the Company at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and ; (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares shares of capital stock of the Company as to which it has beneficial ownership in favor of such Company Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Company Sale; (c) if such Company Sale involves the sale of shares of capital stock of the Company; (b) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”), should be obliged to sell all the same proportion of shares of capital stock of the Company beneficially held by such Shareholder (or in the event that Common Holder as is being sold by the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) Investors to the person to whom the Selling Shareholder Investors propose to sell its shares, for the same per-share consideration (on an as-converted basis) their shares and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder)Investors; (cd) to refrain from exercising any dissenters’ rights or appraisal rights of appraisal under any applicable Law law at any time with respect to such Company Sale of and to waive such rights if requested to do so by the CompanySelling Investors seeking to enforce this SECTION 5; (de) to promptly execute and deliver all related documentation and take such other action in support of the Company Sale of the Company as shall reasonably be requested requested, including, but not limited to, signing a definitive agreement committing them to sell all shares of capital stock and other securities into capital stock convertible or exercisable of the Company owned by them and/or executing a power of attorney or proxy authorizing the CompanyCompany or its representatives to vote for or consent to a Company Sale; and (ef) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, refrain from depositing any voting securities shares of capital stock of the Company beneficially owned by such Party or Affiliate person in a voting trust or escrow or subject any such voting securities shares to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection shares that would conflict directly or indirectly with a Sale of the Companytheir obligations hereunder.

Drag Along Right. In (a) For purposes of this Section 4.2, the event that at term "Approved Sale" shall mean any time following the Closingproposal made or approved by JCM to Transfer to any Person(s), (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case including any Company or any Affiliate of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000a "Drag-Along Purchaser"), holders of a majority of the Series D Preferred Shares, approve either: (A) a in one transaction or a series of related transactions in which a Persontransactions, or a group of related Persons, acquires either all or substantially all of the equity High Vote Shares of any Company Beneficially Owned by him, or substantially all of the business or assets or undertaking of the any Company, in either case regardless of whether such transaction or (B) series of transactions take the form of or include a transaction that qualifies as merger or consolidation, a Liquidation Event (sale of all or substantially all of assets of such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in the event the Sale of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person a sale of outstanding capital stock or by proxy, as a holder another type of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and transaction. (b) If JCM at any time proposes an Approved Sale, the members of the Xxxxxxx Group (the "Other Stockholders") will, subject to the terms and conditions set forth in this Section 4.2, consent to, vote (for, participate in person, by proxy or by action by written consent, as applicable) and raise no objections against such Approved Sale and will take all Shares reasonable actions in favor connection with the consummation of such Approved Sale requested by JCM or the Drag-Along Purchaser. If the Approved Sale is structured as a sale of outstanding High Vote Shares of any class or series (an "Approved Stock Sale"), each such Other Stockholder must elect to either (i) convert into Low Vote Shares of the Company and in opposition issuer all High Vote Shares of each affected class or series then owned by such Other Stockholder or thereafter acquired by such Other Stockholder upon any exercise of any and Rights to acquire any High Vote Shares or (ii) agree to sell or otherwise Dispose of all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate High Vote Shares of such Sale class or series Beneficially Owned by such Other Stockholder (including any such High Vote Shares issuable upon exercise of the Company; (b) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”), should be obliged to sell all shares of the Company beneficially any unexercised Rights held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is sellingOther Stockholder) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as substantially identical, on a per share or per security basis, to those applicable to the Selling Shareholder, except that High Vote Shares of such class or series Beneficially Owned by JCM. If any such Other Stockholder elects the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, option described in clause (ii) of the Shareholder in immediately preceding sentence, the purchase price payable for any High Vote Shares issuable upon exercise of any unexercised Rights held by such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct Other Stockholder shall be reduced by the Shareholder); (c) to refrain from exercising amount of cash or the fair market value of any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably consideration that would be requested payable by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the Companyholder thereof upon exercise.

Drag Along Right. In the event that at any time following the Closing, (xi) the Board, including the Board Majority Preferred Holders, of the Minority and (yii) the Majority Ordinary Required Series C Holders and (z) in the case of any approve a Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking of the Company, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder holder of Investor Units and Common Units hereby agrees with respect to all Shares that he, she securities of the Company which it own(s) or it holds and any other Company securities over which he, she or it otherwise exercises voting or dispositive powerauthority: (ai) in the event the Sale of the Company requires the approval of shareholders, (a) if the matter such transaction is to be brought to a vote at a shareholder member meeting, after receiving proper notice of any meeting of shareholders members of the Company to vote on the approval of a such Sale of the Company, to be present, in person or by proxy, as a holder of Sharesvoting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and ; (bii) to vote (in person, by proxy or by action by written consent, as applicable) all Shares equity securities of the Company as to which it has beneficial ownership in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”), should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (ciii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law law at any time with respect to such Sale of the Company; (div) to execute and deliver all related documentation and take such other action in support of the or to consummate such Sale of the Company as shall reasonably be requested by the Company; and (ev) not to deposit, and to cause their Affiliates not to deposit, except as provided in for this Agreement, no holder of Investor Units or Common Units, or any voting Affiliate thereof, shall deposit any equity securities of the Company beneficially owned by such Party holder of Investor Units or Common Units, or an Affiliate thereof, in a voting trust or subject any such voting equity securities to any arrangement or agreement with respect to the voting of such equity securities. Notwithstanding the foregoing, no Investor or Common Unitholder shall be required to vote in the manner described by this Section 5(b) unless specifically requested (i) the net proceeds of such Sale of the Company are to do so be distributed to members of the Company in accordance with Section 4.4(b) of the LLC Agreement, (ii) any representation or warranty required to be made by the acquiror any Investor in connection with such Sale of the Company shall be limited to customary representations and warranties relating to such Investor and equity securities of the Company owned by such Investor, (iii) the liability for indemnification, if any, of each Investor or Common Unitholder in the Sale of the Company for the inaccuracy of any representation or warranty made by the Company or applicable Investors and/or Common Unitholders in connection with such Sale of the Company, is several and not joint with any other person or entity (although nothing set forth herein shall be deemed to mean that an escrow fund established from the proceeds of a Sale of the CompanyCompany for indemnification of such inaccuracy shall be a violation of the foregoing), is pro rata in proportion to the amount of consideration paid to such Investor or Common Unitholder in connection with such Sale of the Company and does not exceed the maximum amount of consideration to be received by such Investor or Common Unitholder from the Sale of the Company and (iv) if a choice with regards to the form of consideration is given to any Investor then all Investors shall be given the same choice.

Drag Along Right. 10.1. In the event that the Company and the Founders fail to effect the redemption and/or fully pay the price for all Redemption Shares by the last day of the 6 months after the Redemption Date pursuant to the Section 9 or after the four (4th) anniversary of the Series B Closing Date, if the holder holding a simple majority of the Preferred Shares voting in a single class on an as-converted basis decides, at any time following its own discretion, to sell all of the Closing, (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) shares it holds in the case of any Company in a Trade Sale of with respect to the Company (as defined below) where in which the aggregate valuation of the Company is not greater than offered by the potential acquirer exceeds US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking of the Company, or (B) a transaction that qualifies as a Liquidation Event 120,000,000 (such events described in subsections (A) and (B) are referred to in this Agreement as Trade Sale being a “Sale of the CompanyQualified Trade Sale”), then each Shareholder hereby of the remaining shareholders of the Company agrees with respect to all Shares shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in the event the such Qualified Trade Sale of the Company requires the approval of shareholders, (aaa) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the CompanyQualified Trade Sale, to be present, in person or by proxy, as a holder of Sharesshares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (bbb) to vote (in person, by proxy or by action by written consent, as applicable) all Shares shares in favor of such Qualified Trade Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the CompanyQualified Trade Sale; (b) in the event that the Qualified Trade Sale of the Company is to be effected by the sale of Shares shares held by another Shareholder a shareholder (the “Selling Shareholder”) without the need for shareholder approval (including without limitation by way of a change in control of such Selling Shareholder), should be obliged to sell all shares of the Company beneficially held by such Shareholder shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an a fully-diluted and as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law laws at any time with respect to such Sale of the CompanyQualified Trade Sale; (d) to execute and deliver all related documentation and take such other action in support of the Qualified Trade Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror acquirer in connection with a Qualified Trade Sale. (f) to: (i) make representation and warranties in connection with such a Qualified Trade Sale regarding (x) ownership and authority to sell their respective shares and (y) the existence of any material violations as a result of such sale under any material agreement to which such shareholder is a party; (ii) obtain any consents or approvals that should be obtained; and (iii) pay its pro rata share of expenses in connection with the Companycontemplated Qualified Trade Sale.

Drag Along Right. In Notwithstanding anything contained herein to the event that contrary, if at any time following (i) the Closingholders of a 75% majority-in-interest of Common Stock and the Series A Preferred Stock (voting as a single class on an as converted basis, and (ii) the Board of Directors of the Company shall approve (x) a bona fide arms length proposal from a person for the Majority Preferred Holderstransfer, directly or indirectly, of all of the Common Stock to such person, (y) the Majority Ordinary Holders and merger or consolidation of the Company with or into another person in which the stockholders of the Company will receive cash or securities of any other person for their shares or (z) in the case of any Sale of sale by the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of its assets to a person, in each of the equity above cases for a specified price payable in cash or assets or undertaking otherwise and on specified terms and conditions (a "Sale Proposal"), then the Board of Directors of the Company shall deliver a notice (a "Required Sale Notice") with respect to such Sale Proposal to each Common Stockholder (as well as each other holder of any shares of Common Stock) stating that the Sale Proposal has been approved in the manner provided in this Section 8. Each such Common Stockholder, upon receipt of a Required Sale Notice, shall be obligated, which obligation shall be enforceable by the Company, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) if applicable, to sell their Stock and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) participate in the event transaction (a "Required Sale") contemplated by the Sale Proposal, vote their shares of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares Stock in favor of such Sale Proposal at any meeting of stockholders of the Company called to vote on or approve such Sale Proposal and in opposition of any and otherwise to take all other proposals that could reasonably be expected necessary action to delay or impair the ability of cause the Company and the Common Stockholders to consummate such Sale of the Company; (b) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”), should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the CompanyRequired Sale.

Drag Along Right. In Notwithstanding anything contained herein to the event that contrary, if at any time following (i) the Closingholders of a 75% majority-in-interest of the Common Stock, the Series A Convertible Preferred Stock, and the Series B Convertible Preferred Stock (voting as a single class on an as converted basis), and (ii) the Board of Directors of the Company shall approve (x) a bona fide arms length proposal from a person for the Majority Preferred Holderstransfer, directly or indirectly, of all of the Common Stock to such person, (y) the Majority Ordinary Holders and merger or consolidation of the Company with or into another person in which the stockholders of the Company will receive cash or securities of any other person for their shares or (z) in the case of any Sale of sale by the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of its assets to a person, in each of the equity above cases for a specified price payable in cash or assets or undertaking otherwise and on specified terms and conditions (a "Sale Proposal"), then the Board of Directors of the Company shall deliver a notice (a "Required Sale Notice") with respect to such Sale Proposal to each Common Stockholder and each Preferred Stockholder stating that the Sale Proposal has been approved in the manner provided in this Section 8. Each such Common Stockholder and Preferred Stockholder, upon receipt of a Required Sale Notice, shall be obligated, which obligation shall be enforceable by the Company, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) if applicable, to sell their Stock and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) participate in the event transaction (a "Required Sale") contemplated by the Sale Proposal, vote their shares of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares Stock in favor of such Sale Proposal at any meeting of stockholders of the Company called to vote on or approve such Sale Proposal and in opposition of any otherwise to take all necessary action to cause the Company, the Common Stockholders and all other proposals that could reasonably be expected to delay or impair the ability of the Company Preferred Stockholders to consummate such Sale of the Company; (b) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”), should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the CompanyRequired Sale.

Drag Along Right. (a) In the event that at any time following the ClosingFounder desires to effect a sale, lease, transfer, conveyance, disposition or other transaction, in one transaction or a series of transactions, of (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the assets of the Company or (y) 50% or more of the equity and voting power of the Company (whether by merger, consolidation, recapitalization, reorganization, purchase of all or assets substantially all of the capital stock of the Company or undertaking otherwise), in each case to the extent constituting a Qualifying Transaction (an “Approved Sale”), each other Stockholder and the Company hereby agree: (i) if such transaction requires approval of the holders of the capital stock of the Company, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder hereby agrees with respect to all Shares that he, she each Stockholder owns or it holds and any other Company securities over which he, she or it such Stockholder otherwise exercises dispositive voting power: (a) in the event the Sale of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of of, and adopt, such Approved Sale of (together with any related amendment or restatement to the Company Certificate required to implement such Approved Sale) and to vote in opposition of to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the CompanyApproved Sale; (bii) in the event that the Sale of the Company if such transaction is to be effected by the structured as a sale of Shares held by another Shareholder (the “Selling Shareholder”)securities, should be obliged to sell all the shares of capital stock or other equity securities of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and Stockholder on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder)Approved Sale; (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (diii) to execute and deliver all related documentation and take such other action in support of the Approved Sale of the Company as shall reasonably be requested by the Company; andCompany or the Founder in order to carry out the terms and provision of this Section 6.3, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, any associated indemnity agreement, or escrow agreement, any associated voting, support, or joinder agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents; (eiv) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting Shares or other equity securities of the Company owned by such Party Stockholder or Affiliate in a voting trust or subject any such voting securities Shares to any arrangement or agreement with respect to the voting of such securitiesShares, unless specifically requested to do so by the acquiror acquirer in connection with the Approved Sale; (v) to refrain from (x) exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Approved Sale, or (y); asserting any claim or commencing any suit (1) challenging the Approved Sale or this Agreement, or (2) alleging a Sale breach of any fiduciary duty of the CompanyStockholders comprising the Founder or any Affiliate or associate thereof (including, without limitation, aiding and abetting breach of fiduciary duty) in connection with the evaluation, negotiation or entry into the Approved Sale, or the consummation of the transactions contemplated thereby; (vi) if the consideration to be paid in exchange for the Shares pursuant to this Section 6.3 includes any securities and due receipt thereof by any Stockholder would require under applicable Law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares or other equity securities of the Company which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined by the Board) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and (vii) in the event that the Founder, in connection with such Approved Sale, appoints a stockholder representative (the “Stockholder Representative”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements following consummation of such Approved Sale, (x) to consent to (1) the appointment of such Stockholder Representative, (2) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (3) the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Approved Sale and its related service as the representative of the Stockholders, and (y) not to assert any claim or commence any suit against the Stockholder Representative or any other Stockholder with respect to any action or inaction taken or failed to be taken by the Stockholder Representative, within the scope of the Stockholder Representative’s authority, in connection with its service as the Stockholder Representative, absent fraud, bad faith or willful misconduct. (b) All Stockholders will bear their pro rata portion (based upon the amount of consideration to be received by each such Stockholder) of the reasonable costs of any sale of Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all selling Stockholders and are not otherwise paid by the Company or the acquiring party. Costs incurred by any Stockholder on its own behalf will not be considered costs of the transaction hereunder. (c) Notwithstanding anything in this Section 6.4 to the contrary, each other Stockholder shall only be required to make or provide the same representations, warranties, covenants, indemnities and agreements as the Founder makes or provides in connection with an Approved Sale; provided, however, that each other Stockholder shall only be obligated to make individual representations and warranties with respect to its title to and ownership of its Shares, authorization, execution and delivery of relevant documents, enforceability of such documents against such Stockholder, and other matters relating to such Stockholder, but not with respect to any of the foregoing with respect to any other Stockholder, the Founder or their Shares; provided, further, that all representations, warranties, covenants and indemnities in the applicable purchase agreement shall be made by the Stockholders severally and not jointly and any indemnification obligation shall be several and pro rata based on the consideration received by the Stockholders and the indemnification obligations of each Stockholder under the definitive purchase agreement with respect to such Approved Sale will not exceed the total purchase price received by such Stockholder in the Approved Sale, except for liability resulting from fraud by such Stockholder.

Drag Along Right. In the event that at any time following the Closing, (xi) the Majority Preferred Holders, holders of more than fifty percent (y50%) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the then outstanding Series D A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares voting or consenting together as a single class on a fully-diluted and as-converted basis, approve either: (A) in writing a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of with respect to the equity or assets or undertaking of the Company, or (B) a transaction Company that qualifies as a Deemed Liquidation Event (such events described in subsections (A) Event, and (Bii) are referred to the minimum aggregate purchase price offered by the potential acquirer in this Agreement as such transaction or series of transactions exceeds US$1,500,000,000 (a “Sale of the CompanyQualified Trade Sale”); provided that the Shareholders holding more than 50% Common Shares in the Company have approved the terms and conditions of such Qualified Trade Sale and have committed to participate in such Qualified Trade Sale, then each Shareholder of the remaining Investors and the holders of Common Shares hereby agrees with respect to all Shares shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in the event the such Qualified Trade Sale of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the CompanyQualified Trade Sale, to be present, in person or by proxy, as a holder of Sharesshares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares shares in favor of such Qualified Trade Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the CompanyQualified Trade Sale; (b) in the event that the Qualified Trade Sale of the Company is to be effected by the sale of Shares shares held by another Shareholder (the “Selling Shareholder”)) without the need for shareholder approval, should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an a fully-diluted and as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law laws at any time with respect to such Sale of the CompanyQualified Trade Sale; (d) to execute and deliver all related documentation and take such other action in support of the Qualified Trade Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror acquirer in connection with a Sale of the CompanyQualified Trade Sale.

Drag Along Right. In If, after June 30, 2014 (the event that at any time following the Closing“Maturity Date”), (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: C Investor or JAFCO (A) approves (1) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all shall acquire from Shareholders of the equity or assets or undertaking Company Shares representing more than fifty percent (50%) of the outstanding voting power of the Company, or (B2) a transaction that qualifies as a “Liquidation Event Event”, or (B) proposes to transfer its Shares to a Person or a group of related Persons (such events described in subsections (A) and (B) shall reflect a valuation of the Company of no less than US$200 million, such events are referred to in this Agreement as a “Sale of the CompanyTrade Sale”), then each Shareholder Key Holder and Investor (other than the Series C Investor) hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (ai) in the event the Sale of the Company such transaction requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the CompanyTrade Sale, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Trade Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the CompanyTrade Sale; (bii) in the event that the Trade Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”) without the need for shareholder approval (including without limitation by way of a change in Control of such Shareholder), should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose proposes to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, indemnification if any, of the Shareholder in such Trade Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (ciii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the CompanyTrade Sale; (div) to execute and deliver all related documentation and take such other action in support of the Trade Sale of the Company as shall reasonably be requested by the Company; and; (ev) not to deposit, and to cause their Affiliates affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Trade Sale; and (vi) to: (A) make representation and warranties in connection with such a Trade Sale regarding (i) ownership and authority to sell their respective Shares and (ii) the existence of any material violations as a result of such sale under any material agreement to which such Shareholder is a party; (B) obtain any consents or approvals that can be obtained without significant expense; and (C) pay its pro rata share of expenses in connection with the Companycontemplated Trade Sale.

Drag Along Right. In the event that Members holding at any time following the Closing, (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale least 662/3% of the Company Shares (as defined belowthe "Requisite Members") where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: : (A) a transaction or series of related transactions in which a Person, or a group two or more Persons who agree to act together to acquire, hold, vote or dispose of related Persons, acquires all or substantially all of the equity or assets or undertaking any securities of the Company, would acquire from the Company or from Members of the Company shares representing fifty percent (50%) or more of the outstanding voting power of the Company, or (B) a transaction that qualifies would qualify as a Liquidation Event "Liquidation" as defined in the Company's Certificate of Determination (such events described in subsections (A) and (B) are referred to in this Agreement as a “"Sale of the Company”"), then each Shareholder hereby agrees Member shall, with respect to all Shares that he, she or it holds and any other Company securities Securities over which he, she or it otherwise exercises dispositive power: (ai) in the event the that a Sale of the Company requires is submitted for the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, Members after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Companyin accordance with Section 2(c), to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (bii) in the event that the a Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”)Shares, should be obliged to sell all shares of the Company Shares beneficially held by such Shareholder Member (or in the event that the Selling Shareholder is Requisite Members are selling fewer than all of its shares held in the Companytheir Shares, shares Shares in the same proportion as the Selling Shareholder is Requisite Members are selling) to the person Person(s) to whom the Selling Shareholder Requisite Members propose to sell its sharestheir Shares, for the same per-share consideration (on an as-converted basis) and on the same relative terms and conditions as the Selling ShareholderRequisite Members, except that the Shareholder will not aggregate consideration to be required to sell its shares unless received by the liability for indemnification, if any, of the Shareholder Members in connection with any such Sale of the Company is several, not joint, shall be allocated and is pro rata distributed in accordance with the Shareholder’s relative share ownership of same manner as provided upon a Liquidation as set forth in the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case 's Certificate of potential liability for fraud or willful misconduct by the Shareholder)Determination; (ciii) to refrain from exercising any dissenters’ ' rights or rights of appraisal under applicable Law law at any time with respect to such Sale of the Company; (div) to execute and deliver all related documentation and take such other action in support of the such Sale of the Company as shall reasonably be requested by the Company, including the execution of such agreements and such instruments and other actions reasonably necessary to effectuate the allocation and distribution of the aggregate consideration upon such Sale of the Company, provided that no Member shall be required to incur any obligation in connection with such Sale of the Company other than such obligations as may be incurred by all Members in proportion to their interests in the Company; and (ev) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party Member or Affiliate in a voting trust or or, except as provided in this Agreement, subject any such voting securities to any arrangement or agreement with respect to the voting of such securitiesshares, unless specifically requested to do so by the acquiror acquirer in connection with a such Sale of the Company. The provisions of this Section 2(g) shall terminate upon consummation of a Qualified Public Offering.

Drag Along Right. In the event that at any time following the Closing, Members holding a majority of the Units (xthe “Initiating Members”) and the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Board approve a Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking of the Company, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (Aan “Approved Sale”) and (B) are referred specify that this Section 11.8 shall apply to in this Agreement as a “Sale of the Company”)such transaction, then each Shareholder Holder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive poweragrees: (a) in the event the Sale if such transaction requires Member approval, with respect to all Units that such Member owns and any other voting securities of the Company requires the approval of shareholdersover which such Member has voting control, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of of, and adopt, such Sale of the Company (together with any related amendment to the Certificate of Formation or this Agreement required in order to implement such Sale of the Company) and to vote in opposition of to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) in the event that the Sale of the Company if such transaction is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”)a Unit Sale, should be obliged to sell all shares the same proportion of the Company Units beneficially held by such Shareholder (or in Holder as is being sold by the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) Initiating Members and on substantially the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder)Initiating Members; (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; andCompany or the Initiating Members in order to carry out the terms of this Section 11.8, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing and any similar or related documents; (ed) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities Units of the Company owned by such Party party or Affiliate in a voting trust or and not to subject any such voting securities Units to any arrangement or agreement with respect to the voting of such securitiesUnits, unless unless, in each case, specifically requested to do so by the acquiror in connection with a the Sale of the Company; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company; and (f) if the consideration to be paid in exchange for the Units pursuant to this Section 11.8 includes any securities, and due receipt thereof by any Holder would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of the Units which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as reasonably determined in good faith by the Company) of the securities that such Holder would otherwise receive as of the date of the issuance of such securities in exchange for the Units.

Drag Along Right. In the event that at 6.1 At any time following prior to the ClosingQualified IPO, (x) if the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case holders of any Sale more than 50% of the Company Equity Securities, voting as a single class on an as-converted basis (as defined belowincluding the Founder Entities) (together, the “Drag Holders”) have approved a sale (an “Approved Sale”) of the Group Companies (wholly or partially) to any Person (the “Offeror”) (i) where the valuation whether by a sale of equity, merger or consolidation, in excess of 50% of the Company Company’s voting power outstanding before such transaction is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Persontransferred, or a group sale, lease, transfer or other disposition of related Persons, acquires all or substantially all of the equity or assets or undertaking of the CompanyGroup Companies or sale or the exclusive licensing of all or substantially all of the Group Companies’ intellectual properties, in each case, in a single transaction or a series of related transactions, and (ii) which is a transaction at arm’s length for an aggregate implied equity valuation of the Group of not less than the highest of (A) 150% of the Post-Series E-2 Valuation, (B) a transaction that qualifies as a Liquidation Event (the Post-Series E-3 Valuation plus an interest calculated at the annual simple rate of 25% and accrued for the period from the Series E-3 Closing to the date of such events described in subsections (A) sale, and (BC) are referred to the Post-Series E-4 Valuation (“Approved Sale Price”) or its equivalent in this Agreement as a “Sale other major currencies, then at the request of the CompanyDrag Holders, the Company shall promptly notify in writing (the “Approved Sale Notice”)) each other holder of Equity Securities of the material terms and conditions of such proposed Approved Sale, then and each Shareholder hereby agrees such holder (the “Dragged Holders”) shall, in accordance with respect to all Shares that he, she or it holds and any other instructions received from the Company securities over which he, she or it otherwise exercises dispositive powerat the direction of the Drag Holders: (a) sell, at the same time as the Drag Holders sell to the Offeror, in the event the Sale of the Company requires the approval of shareholdersApproved Sale, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”), should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in Equity Securities or the same proportion percentage of its Equity Securities as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its sharesDrag Holders sell, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as were agreed to by the Selling ShareholderDrag Holders; provided, except however, that the Shareholder will not be required such terms and conditions, including with respect to sell its shares unless the liability for indemnificationprice paid or received per Equity Security, if any, may differ as between different classes of the Shareholder in such Sale Equity Securities of the Company is several, not joint, and is pro rata in accordance with their relative liquidation preferences as set forth in Section 2 of Schedule A to the Shareholder’s relative share ownership Articles; (b) vote all of its Equity Securities (i) in favor of such Approved Sale to the Offeror, (ii) against any other consolidation, recapitalization, amalgamation, merger, sale of securities, sale of assets, business combination, or transaction that would interfere with, delay, restrict, or otherwise adversely affect such Approved Sale, and (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company, and will not exceed Company under the consideration payable definitive agreement(s) related to such Approved Sale or that could result in any of the conditions to the Shareholderclosing obligations under such agreement(s) not being fulfilled, if anyand, in such transaction connection therewith, to be present (except in person or by proxy) at all relevant meetings of the case Shareholders (or adjournments thereof) or to approve and execute all relevant written consents in lieu of potential liability for fraud or willful misconduct by the Shareholder)a meeting; (c) to refrain from exercising not exercise any dissenters’ or appraisal rights or rights of appraisal under applicable Law at any time with respect to such Sale of the CompanyApproved Sale; (d) take all necessary actions in connection with the consummation of such Approved Sale to execute and deliver all related documentation and take such other action in support of the Sale of the Company Offeror as shall reasonably be requested by the CompanyDrag Holders, including but not limited to the execution and delivery of any share transfer or other agreements prepared in connection with such Approved Sale, and the delivery, at the closing of such Approved Sale involving a sale of Equity Securities, of all certificates representing Equity Securities held or Controlled by such holder of Equity Securities, duly endorsed for transfer or accompanied by a duly executed share transfer form, or affidavits and indemnity undertakings with respect to lost certificates; and (e) not to depositrestructure such Approved Sale, as and to cause their Affiliates not to depositif reasonably requested by the Drag Holders, except as provided in this Agreementa merger, any voting securities owned by such Party consolidation, restructuring or Affiliate in similar transaction, or a voting trust sale of all or subject substantially all of the assets of the Company, or otherwise. 6.2 In any such voting securities Approved Sale, (a) any representations and warranties to any arrangement be made by each Dragged Holder in connection with the Approved Sale are limited to representations and warranties regarding such holder’s title to and ownership of the Shares, due authorization, enforceability, no violation or agreement breach of or default with respect to the voting Approved Sale under (with or without the giving of notice or the lapse of time or both) any law or regulation applicable to such securitiesholder or any material contract to which such Dragged Holder is a party or by which it is bound, unless specifically requested to do so by the acquiror obtaining all requisite consents in connection with a Sale the Approved Sale; (b) each Dragged Holder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Approved Sale; (c) the liability of each Dragged Holder in the Approved Sale, is several and not joint with any other Person; and (d) each Dragged Holder and its Affiliates are not required, in connection with any Approved Sale, to enter into, or be subject to any provision in (or agree or commit to enter into or be subject to), any agreement that, directly or indirectly, would limit or restrict such holder’s or any of its Affiliates’ freedom to engage in any business or investment activity, whether or not it may be competitive. 6.3 Notwithstanding the provisions in Section 6.1 above, if the aggregate implied equity valuation of the CompanyGroup Companies in the proposed sale is less than the Approved Sale Price or the Drag Holders proposed to conduct a sale that is not an Approved Sale, nevertheless such sale has been approved by a special resolution of the Shareholders (including the approval of the Majority Series D Preferred Shareholders, the Majority Series E Preferred Shareholders and the Founder Entities), such sale shall be deemed as an Approved Sale; provided further that, in any event, if the proceeds of such sale received by each holder of Series D Preferred Shares or Series E Preferred Shares (as applicable) pursuant to this Section 6 are less than the aggregate redemption price that such holder of Series D Preferred Shares or Series E Preferred Shares (as applicable) is entitled to receive pursuant to Section 3 of Schedule A to the Articles, the approval by the Majority Series D Preferred Shareholders or the Majority Series E Preferred Shareholders (as applicable) shall be required with respect to such sale of the Group Companies. 6.4 Notwithstanding the provisions in Section 6.1 and Section 6.3 above, if the Offeror is any Preferred Shareholder or any Affiliate of any Shareholder, such Shareholder shall not be entitled to vote in respect of the sale under this Section 6, and the Shares held by such Shareholder shall be excluded in the calculation of the requisite approvals and percentages set out in Section 6.1 and Section 6.3. 6.5 Sections 3, 4, 4A, 5 and 5A shall not apply to any transfer made or to be made pursuant to an Approved Sale. 6.6 Notwithstanding the foregoing, with respect to the Shares held by CIIF, this Section 6 shall be enforceable to the extent it is not in conflict with applicable Laws with respect to the management and governance of the PRC state-owned/state-invested enterprises and assets.

Drag Along Right. In the event that at any time following the Closing, (xi) the Majority Preferred Holders, holders of more than fifty percent (y50%) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the then outstanding Series D A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares voting or consenting together as a single class on a fully-diluted and as-converted basis, approve either: (A) in writing a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of with respect to the equity or assets or undertaking of the Company, or (B) a transaction Company that qualifies as a Deemed Liquidation Event (such events described in subsections (A) Event, and (Bii) are referred to the minimum aggregate purchase price offered by the potential acquirer in this Agreement as such transaction or series of transactions exceeds US$1,500,000,000 (a “Sale of the CompanyQualified Trade Sale”); provided that the Shareholders holding more than 50% Common Shares in the Company have approved the terms and conditions of such Qualified Trade Sale and have committed to participate in such Qualified Trade Sale, then each Shareholder of the remaining Investors and the holders of Common Shares hereby agrees with respect to all Shares shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in the event the such Qualified Trade Sale of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the CompanyQualified Trade Sale, to be present, in person or by proxy, as a holder of Sharesshares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares shares in favor of such Qualified Trade Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;Qualified Trade Sale; Execution Version (b) in the event that the Qualified Trade Sale of the Company is to be effected by the sale of Shares shares held by another Shareholder (the “Selling Shareholder”)) without the need for shareholder approval, should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an a fully-diluted and as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law laws at any time with respect to such Sale of the CompanyQualified Trade Sale; (d) to execute and deliver all related documentation and take such other action in support of the Qualified Trade Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror acquirer in connection with a Sale of the CompanyQualified Trade Sale.

Drag Along Right. In Anything contained herein to the event that contrary notwithstanding, if at any time following after the Closingterms and provisions of Section 5 shall not apply pursuant to the terms of Section 5, (xthe Board, with the consent of the director(s) to be appointed to the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case Board of any Sale Directors of the Company by Signal, shall approve (as defined belowi) where a bona fide arms length proposal from a Person for the valuation Transfer, directly or indirectly, of the Company is not greater than US$2,100,000,000, holders of all or a majority of the Series D Preferred SharesStock of the Company to such Person, approve either: (Aii) a transaction the merger or series consolidation of related transactions the Company with or into another Person in which a Person, the Stockholders will receive cash or a group securities of related Persons, acquires any other Person for their shares or (iii) the sale by the Company of all or substantially all of the equity or its assets or undertaking to a Person, in each of the Company, above cases for a specified price payable in cash or otherwise and on specified terms and conditions (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “"Sale of the Company”Proposal"), then each Shareholder hereby agrees the Board may deliver a notice (a "Required Sale Notice") with respect to all Shares such Sale Proposal to each other Stockholder (as well as each other holder of any shares of Stock) stating that heSignal has approved the Sale Proposal, she or it holds the Company proposes to effect the Sale Proposal and any other Company securities over which heproviding the identity of the Persons involved in such Sale Proposal and the terms thereof. Each such Stockholder and the members of the Group thereof, she or it otherwise exercises dispositive power: (a) upon receipt of a Required Sale Notice, shall be obligated to sell their Stock and participate in the event transaction (a "Required Sale") contemplated by the Sale Proposal, vote their shares of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares Stock in favor of such Sale Proposal at any meeting of Stockholders called to vote on or approve such Sale Proposal and otherwise to take all necessary action to cause the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company Stockholders to consummate such Required Sale. Any such Required Sale Notice may be rescinded by the Board, with the written consent of Signal, by delivering written notice thereof to all of the Company; (b) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”), should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the CompanyStockholders.

Drag Along Right. In the event that (a) If at any time following the ClosingEffective Date, any Major Investor (xeach such Shareholder or group of Shareholders, the Dragging Shareholder or Dragging Shareholders) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any proposes a Sale of the Company to a single bona fide third party that is not a Related Party of any Dragging Shareholder (as defined belowa Drag-Along Buyer) where (directly or indirectly), whether through a single transaction or a series of related transactions, and such transaction is approved by (i) Shareholders holding at least sixty percent (60%) of the valuation issued and outstanding Shares (measured on an as-converted to Ordinary Shares basis), and (ii) in the event that proposed aggregate consideration payable pursuant to the Sale of the Company contemplated by this Section 4.4 is not greater less than US$2,100,000,000three hundred Million Dollars (US) ($300.000.000), holders of a the majority of the Series D Shareholders holding Preferred SharesShares (measured on an as-converted to Ordinary Shares basis), approve either: (A) a transaction or series then, subject to satisfaction of related transactions in which a Person, or a group of related Persons, acquires all or substantially all each of the equity or assets or undertaking of the Companyconditions set forth in Section 4.4(b) below, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder and the Company hereby agrees agree: (i) if such transaction requires shareholder approval, with respect to all Shares that he, she such Shareholder owns or it holds and any other Company securities over which he, she or it such Shareholder otherwise exercises dispositive voting power: (a) in the event the Sale of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of of, and adopt, such Sale of the Company (together with any related amendment or restatement to the Organizational Documents required to implement such Sale of the Company) and to vote in opposition of to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company or the Shareholders to consummate such Sale of the Company; (bii) in the event that the Sale of the Company if such transaction is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”)a Share Sale, should be obliged to sell all the same proportion of shares of capital shares of the Company beneficially held by such Shareholder (or in as is being sold by the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) Dragging Shareholders to the person Person to whom the Selling Shareholder Dragging Shareholders propose to sell its sharestheir Shares, for the same per-share consideration (on an as-converted basisand, except as permitted in Section 4.4(b) and below, on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale other shareholders of the Company; (diii) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; andCompany or the Dragging Shareholders in order to carry out the terms and provision of this Section 4.4, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, any associated indemnity agreement, or escrow agreement, any associated voting, support, or joinder agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents; (eiv) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities Shares of the Company owned by such Party party or Affiliate in a voting trust or subject any such voting securities Shares to any arrangement or agreement with respect to the voting of such securitiesShares, unless specifically requested to do so by the acquiror acquirer in connection with a the Sale of the Company; (v) to refrain from (i) exercising any dissenters rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, or (ii); asserting any claim or commencing any suit (x) challenging the Sale of the Company or this Agreement, or (y) alleging a breach of any fiduciary duty of the Dragging Shareholders or any affiliate or associate thereof (including, without limitation, aiding and abetting breach of fiduciary duty) in connection with the evaluation, negotiation or entry into the Sale of the Company, or the consummation of the transactions contemplated thereby; and if the consideration to be paid in exchange for the Shares pursuant to this Section 4.4 includes any securities and due receipt thereof by any Shareholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to ccredited investors as defined in Regulation D promulgated under the United States Securities Act of 1933, as amended (the Securities Act), the Company may cause to be paid to any such Shareholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Shareholder, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Shareholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares.

Drag Along Right. (a) In the event that at any time following the Closingthat, (x) the Majority Preferred Holdersmajority of the members of the Board then in office, and (y) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred SharesMajority, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all from shareholders of any Group Company shares representing fifty percent (50%) or substantially all more of the equity or assets or undertaking outstanding voting power of the such Group Company, ; or (B) a transaction that qualifies as a Liquidation Event with respect to any Group Company (each such events event described in subsections the foregoing (A) and (B) are is referred to in this Agreement as a “Sale of the Company”), then each Shareholder of the Shareholders hereby agrees with respect to all Shares that he, she or it holds and any other Group Company securities over which he, she or it otherwise exercises dispositive power: (ai) in the event the Sale of the Company such transaction requires the approval of shareholdersShareholders, (ax) if the matter is to be brought to a vote at a shareholder Shareholder meeting, after receiving proper notice of any meeting of shareholders Shareholders of the Company Company, to vote on the approval of a such Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (by) to vote (in person, by proxy or proxy, by action or by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (bii) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”)) without the need for Shareholders’ approval, should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose proposes to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder Shareholders will not be required to sell its their shares unless any representations and warranties to be made by the Shareholders in connection with the Sale of the Company are limited to representations and warranties relating to authority, ownership and the ability to convey title to the shares then held by the Shareholders, and the liability for indemnification, if any, of the Shareholder Shareholders in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share Shareholders’ respective equity ownership of the CompanyCompany (on an as-if-converted fully-diluted basis), and will not exceed the consideration payable to the ShareholderShareholders, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct committed by the ShareholderShareholders); (ciii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (div) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (ev) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party Shareholder or their respective Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the Company. Tusimple (Cayman) Limited – Seventh Amended and Restated Shareholders’ Agreement 9 (b) In the event that any Shareholder (the “Defaulting Holder”) fails for any reason to take any of the foregoing actions, each holder of Preferred Shares who has approved the Sale of the Company shall have the right to sell to the Defaulting Holder the type and number of shares equal to the number of shares such holder of Preferred Shares would have transferred in the Sale of the Company. The price per share at which the shares are to be sold to the Defaulting Holder shall be equal to the price per share that would have been received by such holder of Preferred Shares in the Sale of the Company. (c) Upon the consummation of the Sale of the Company, (i) each holder of the Preferred Shares and each holder of the Ordinary Shares shall receive the same form of consideration for their Preferred Shares or Ordinary Shares, as applicable, (ii) each holder of a series of Preferred Shares shall receive the same amount of consideration per such series of Preferred Share, (iii) each holder of Ordinary Shares shall receive the same amount of consideration per Ordinary Share and (iv) the aggregate consideration receivable by all holders of the Preferred Shares and Ordinary Shares shall be allocated among the holders of the Preferred Shares and Ordinary Shares on the basis of the relative liquidation preferences to which the holders of the Preferred Shares and the holders of the Ordinary Shares are entitled in a Liquidation Event in accordance with the Articles in effect immediately prior to the Sale of the Company, unless otherwise waived.

Drag Along Right. In the event that Members holding at any time following the Closing, (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale least 66 2/3% of the Company Shares (as defined belowthe “Requisite Members”) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: : (A) a transaction or series of related transactions in which a Person, or a group two or more Persons who agree to act together to acquire, hold, vote or dispose of related Persons, acquires all or substantially all of the equity or assets or undertaking any securities of the Company, would acquire from the Company or from Members of the Company shares representing fifty percent (50%) or more of the outstanding voting power of the Company, or (B) a transaction that qualifies would qualify as a Liquidation Event “Liquidation” as defined in the Company’s Certificate of Determination (such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder hereby agrees Member shall, with respect to all Shares that he, she or it holds and any other Company securities Securities over which he, she or it otherwise exercises dispositive power: (ai) in the event the that a Sale of the Company requires is submitted for the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, Members after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Companyin accordance with Section 2(c), to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (bii) in the event that the a Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”)Shares, should be obliged to sell all shares of the Company Shares beneficially held by such Shareholder Member (or in the event that the Selling Shareholder is Requisite Members are selling fewer than all of its shares held in the Companytheir Shares, shares Shares in the same proportion as the Selling Shareholder is Requisite Members are selling) to the person Person(s) to whom the Selling Shareholder Requisite Members propose to sell its sharestheir Shares, for the same per-share consideration (on an as-converted basis) and on the same relative terms and conditions as the Selling ShareholderRequisite Members, except that the Shareholder will not aggregate consideration to be required to sell its shares unless received by the liability for indemnification, if any, of the Shareholder Members in connection with any such Sale of the Company is several, not joint, shall be allocated and is pro rata distributed in accordance with the Shareholder’s relative share ownership of same manner as provided upon a Liquidation as set forth in the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case ’s Certificate of potential liability for fraud or willful misconduct by the Shareholder)Determination; (ciii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law law at any time with respect to such Sale of the Company; (div) to execute and deliver all related documentation and take such other action in support of the such Sale of the Company as shall reasonably be requested by the Company, including the execution of such agreements and such instruments and other actions reasonably necessary to effectuate the allocation and distribution of the aggregate consideration upon such Sale of the Company, provided that no Member shall be required to incur any obligation in connection with such Sale of the Company other than such obligations as may be incurred by all Members in proportion to their interests in the Company; and (ev) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party Member or Affiliate in a voting trust or or, except as provided in this Agreement, subject any such voting securities to any arrangement or agreement with respect to the voting of such securitiesshares, unless specifically requested to do so by the acquiror acquirer in connection with a such Sale of the Company. The provisions of this Section 2(g) shall terminate upon consummation of a Qualified Public Offering.

Drag Along Right. In the event that at any time following the Closing, (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: Company¢s equity securities then outstanding (Athe Majority Shareholders) a transaction determine to sell or series otherwise dispose of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking of the Company, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in the event the Sale of the Company requires or all or fifty percent (50%) or more of the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders capital stock of the Company to vote on the approval of in each case in a Sale transaction constituting a change in control of the Company, to any non-Affiliate(s) of the Company or any of the Majority Shareholders, or to cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Majority Shareholders (in each case, the Buyer) in a bona fide negotiated transaction (a Sale), the Optionee, including any Permitted Transferees, shall be presentobligated to and shall upon the written request of a Majority Shareholders (subject to Section 6): (a) sell, in person transfer and deliver, or by proxycause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of such Optionee¢s or his or her Permitted Transferee¢s Issued Shares that presently or as a holder result of Sharesany such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, at all such meetings the redemption of redeemable securities and be counted for the purposes exercise of determining exercisable securities as well as the presence relative preferences and priorities of a quorum at such meetingspreferred stock); and (b) to vote (in personexecute and deliver such instruments of conveyance and transfer and take such other action, by proxy or by action by written consent, as applicable) all including voting such Issued Shares in favor of such any Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) in the event that the Sale of the Company is to be effected proposed by the sale of Shares held by another Shareholder (the “Selling Shareholder”)Majority Shareholders and executing any purchase agreements, should be obliged to sell all shares of the Company beneficially held by such Shareholder (merger agreements, indemnity agreements, escrow agreements or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Companyrelated documents, shares in the same proportion as the Selling Shareholder is selling) Majority Shareholders or the Buyer may reasonably require in order to carry out the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, provisions of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the CompanySection 10.

Drag Along Right. In the event that at any time following the Closing, (xi) the Majority Preferred Holders, Board and (yii) the Majority Ordinary Holders and (z) in holders of at least a majority of the case then outstanding shares of any Preferred Stock, voting together as a single class on an as converted to Common Stock basis, approve a Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking of the Company, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder Stockholder hereby agrees with respect to all Shares that he, she securities of the Company which it own(s) or it holds and any other Company securities over which he, she or it otherwise exercises voting or dispositive powerauthority: (ai) in the event the Sale of the Company requires the approval of shareholders, (a) if the matter such transaction is to be brought to a vote at a shareholder stockholder meeting, after receiving proper notice of any meeting of shareholders stockholders of the Company to vote on the approval of a such Sale of the Company, to be present, in person or by proxy, as a holder of Sharesshares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and ; (bii) to vote or cause to be voted (in person, by proxy or by action by written consent, as applicable) all Shares shares of the capital stock of the Company as to which it has beneficial ownership in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”), should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (ciii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law law at any time with respect to such Sale of the Company; (div) to execute and deliver all related documentation and take such other action in support of the or to consummate such Sale of the Company as shall reasonably be requested by the Company; and (ev) not to deposit, and to cause their Affiliates not to deposit, except as provided in for this Agreement, no Stockholder, or any voting securities Affiliate thereof, shall deposit any shares of capital stock beneficially owned by such Party Stockholder, or an Affiliate thereof, in a voting trust or subject any such voting securities shares of capital stock to any arrangement or agreement with respect to the voting of such securitiesshares of capital stock. Notwithstanding the foregoing, no Investor shall be required to vote in the manner described by this Section 5(b) unless specifically requested (i) the net proceeds of such Sale of the Company are to do so be distributed to stockholders of the Company in accordance with Section 2 of Article IV(B) of the Restated Certificate, (ii) any representation or warranty required to be made by the acquiror any Investor in connection with such Sale of the Company shall be limited to customary representations and warranties relating to such Investor and shares of capital stock of the Company owned by such Investor, (iii) the liability for indemnification, if any, of each Stockholder in the Sale of the Company for the inaccuracy of any representation or warranty made by the Company or applicable Stockholders in connection with such Sale of the Company, is several and not joint with any other person or entity (although nothing set forth herein shall be deemed to mean that an escrow fund established from the proceeds of a Sale of the CompanyCompany for indemnification of such inaccuracy shall be a violation of the foregoing), is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such Sale of the Company and does not exceed the maximum amount of consideration to be received by such Stockholder from the Sale of the Company and (iv) if a choice with regards to the form of consideration is given to any Investor then all Investors shall be given the same choice.

Drag Along Right. In the event that at any time following the Closing, (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: Common Stock (Aor Common Stock equivalents) a transaction then outstanding (the Majority Shareholders) determine to sell or series otherwise dispose of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking of the Company, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”), then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in the event the Sale of the Company requires or all or fifty percent (50%) or more of the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders capital stock of the Company to vote on owned by the approval of Majority Shareholders in each case in a Sale transaction constituting a change in control of the Company, to any non-Affiliate(s) of the Company or any of the Majority Shareholders, or to cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Majority Shareholders (in each case, the Buyer in a bona fide negotiated transaction (a Sale), the Optionee, including any of his or her successors as contemplated herein, shall be presentobligated to and shall upon the written request of a Majority Shareholders (subject to Sections 6 and 8): (a) sell, in person transfer and deliver, or by proxycause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that presently or as a holder result of Sharesany such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, at all such meetings the redemption of redeemable securities and be counted for the purposes exercise of determining vested securities as well as the presence relative preferences and priorities of a quorum at such meetingspreferred stock); and (b) to vote (in personexecute and deliver such instruments of conveyance and transfer and take such other action, by proxy or by action by written consent, as applicable) all including voting such Issued Shares in favor of such any Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) in the event that the Sale of the Company is to be effected proposed by the sale of Shares held by another Shareholder (the “Selling Shareholder”)Majority Shareholders and executing any purchase agreements, should be obliged to sell all shares of the Company beneficially held by such Shareholder (merger agreements, indemnity agreements, escrow agreements or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Companyrelated documents, shares in the same proportion as the Selling Shareholder is selling) Majority Shareholders or the Buyer may reasonably require in order to carry out the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as provisions of this Section 10. The provisions of this Section 10 shall terminate upon the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, completion of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the Companyan Initial Public Offering.

Drag Along Right. In the event that at any time following the Closing, (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of any Sale of the Company (as defined below) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) Board of Directors of the Company approves a transaction or a series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking of the Company, or (B) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”) that qualifies as a “Liquidation Event” pursuant to Article IV Section 3(e) of the Restated Articles, then upon the written request of the holders of at least a majority of the outstanding shares of Preferred Stock (voting together as a single class on an as-converted basis), then each Shareholder Investor hereby agrees agrees, with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive or voting power: (aA) in the event the Sale of the Company such transaction requires the approval of shareholdersstockholders, (a) if the matter is to be brought to a vote at a shareholder stockholder meeting, after receiving proper notice of any meeting of shareholders stockholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (bB) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (without the “Selling Shareholder”)need for stockholder approval, should be obliged each Investor agrees to sell all shares of capital stock of the Company beneficially held by such Shareholder Investor (or in the event that the Selling Shareholder is Stockholders are selling fewer than all of its their shares held in of capital stock of the Company, shares in the same proportion as the Selling Shareholder is Stockholders are selling) to the person to whom the Selling Shareholder Stockholders propose to sell its their shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder)Stockholders; (cC) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law law at any time with respect to such Sale of the Company; (dD) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (eE) not to deposit, and to cause their Affiliates affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party party or Affiliate affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securitiesshares of capital stock, unless specifically requested to do so by the Company or the acquiror in connection with a Sale of the Company. Table of Contents Notwithstanding the forgoing, an Investor will not be required to comply with Section 4.1 above in connection with any proposed Sale of the Company (the “Proposed Sale”) unless the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Restated Articles in effect immediately prior to the Proposed Sale. The foregoing notwithstanding, nothing in this Section 4.1 shall require Investors holding shares of Series E Preferred Stock and/or Series F Preferred Stock to consent or agree to the conversion of such shares of Series E Preferred Stock and/or Series F Preferred Stock into Common Stock in connection with or in anticipation of a Proposed Sale absent the affirmative election of holders of a majority of the Series E Preferred Stock or Series F Preferred, as applicable, then outstanding.

Drag Along Right. In the event that If at any time following after the Closingdate of this Agreement a Selling Stockholder who owns at least 30% of the Shares (a "SELLING STOCKHOLDER") desires to sell all of the Shares owned by way of a Trade Sale, (x) and if such Selling Stockholder so requests that the Majority Preferred Holdersother Stockholders sell their Shares in such Trade Sale, (y) then each of the Majority Ordinary Holders other Stockholders shall consent to, participate in and (z) sell their Shares in the case of any Sale such Trade Sale, and shall use their commercially reasonable efforts to cause all other stockholders of the Company to consent to, enter into any agreement in connection with, and participate in, such Trade Sale; provided that (i) the Selling Stockholder has approved the terms and conditions of such Trade Sale and will participate in such Trade Sale, (ii) the terms and conditions, including without limitation, the consideration payable with respect to each Share in each class or series as defined belowa result of such Trade Sale, are the same (except for cash payments in lieu of fractional shares payable to the Selling Stockholders) where as for each other Share in such class or series; (iii) each class and series of Shares of the Company shall be entitled to receive the same form of consideration as a result of such Trade Sale as that received by each other class or series of shares; and (iv) the valuation of the Company is not greater pursuant to the proposed Trade Sale shall be no less than US$2,100,000,000US $30,000,000. For purposes of this Agreement, holders "TRADE SALE" means either (i) a merger, consolidation or other business combination of the Company with or into any other business entity in which the stockholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the Series D Preferred Sharesvoting power of the outstanding share capital of the surviving business entity, approve either: (Aii) a transaction the sale, lease, transfer or series other disposition of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity Company's assets (including the sale or assets or undertaking exclusive licensing of substantially all of the Companyintellectual property assets of the Company or to a third party), or (Biii) a transaction that qualifies as a Liquidation Event (such events described in subsections (A) and (B) are referred to in this Agreement as a “Sale of the Company”)sale, then each Shareholder hereby agrees with respect to all Shares that hepledge, she transfer or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in the event the Sale of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval disposition of a Sale majority of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”), should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its 's outstanding voting shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the Company.

Drag Along Right. In the event that Subject to Section 4(d), if at any time (i) during the Blockout Period, the JPMP Investors, or (ii) following the ClosingBlockout Period, any Investors owning, in the aggregate, at least 50% of the then outstanding Shares (x) the Majority Preferred Holders, (y) the Majority Ordinary Holders and (z) in the case of either (i) and (ii), collectively, the “Drag-Along Sellers”) propose a sale to any Sale Independent Third Party (a “Drag-Along Transferee”) in a bona fide arm’s length transaction or series of the Company transactions (as defined belowincluding pursuant to a purchase agreement, tender offer, merger or other business combination transaction or otherwise) where the valuation of the Company is not greater than US$2,100,000,000, holders of a majority of the Series D Preferred Shares, approve either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all sufficient number of the equity or assets or undertaking Shares such Drag-Along Sellers own to effect a Change of the Company, Control or (B) a transaction that qualifies as a Liquidation Event during the Blockout Period, all of the Shares of the Drag-Along Sellers (such events described in subsections the case of either (A) and or (B) are referred to in this Agreement as a ), an “Sale of the CompanyExit Sale”), then the Drag-Along Sellers may elect to require each Shareholder hereby agrees other Investor (other than the JPMP Investors) to sell all, but not less than all, of such other Investor’s Shares, as a part of the Exit Sale to such Drag-Along Transferee, at the purchase price and upon the terms and subject to the conditions of the Exit Sale (all of which shall be set forth in the Drag-Along Notice as hereinafter defined) and may also require each other Investor (other than the JPMP Investors) to vote in favor of such Exit Sale or act by written consent approving the same with respect to all Shares that heowned by such Investor, she as necessary or it holds desirable to authorize, approve and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in adopt the Exit Sale. In the event that any Investor shall fail to vote the Sale Shares in favor of the Company Exit Sale, such Investor shall, upon such failure to so vote, be deemed immediately to have granted the Drag-Along Sellers a proxy to vote such Investor’s Shares in favor of the Exit Sale. Such Investor acknowledges that each such proxy granted hereby, including any successive proxy, if necessary, is being given to secure the performance of an obligation hereunder, is coupled with an interest, and shall be irrevocable until such obligation is performed. Without limiting the foregoing, if an Exit Sale requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company’s stockholders, to be presenteach Investor (other than the JPMP Investors) shall waive any dissenters’ rights, appraisal rights or similar rights in person or by proxy, as a holder of Shares, at all connection with such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) in Exit Sale. In the event that an Exit Sale is proposed pursuant to this Section 4, all outstanding proposals to Transfer Shares shall immediately be withdrawn and no Transfer of Shares shall be consummated until the Sale expiration of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”time period provided for in Section 4(e), should be obliged to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the Company.