Common use of Drag Along Right Clause in Contracts

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.2.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate 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 Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the PlanOptionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.211. The obligations under this Section 11 shall terminate in accordance with Section 13(a).

Drag Along Right. In the event that the Board and the holders of at least a majority of the Company’s outstanding shares of Preferred Stock (voting capital stock then outstanding as a single class on an as-converted basis) (the “Majority ShareholdersRequisite Holders”) determine to sell approves a Deemed Liquidation Event (as defined in the Restated Certificate) or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (transaction in which 50%) % or more of the capital stock voting power of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction Stock is transferred (a “SaleDrag-Along Event”), then, so long as the liability of each Holder stockholder in such transaction is several (and not joint) and does not exceed the stockholder’s pro rata portion of Shares issued any claim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company’s stockholders in a liquidation under the PlanCompany’s then-current Certificate of Incorporation, shall be obligated each Investor hereby agrees to and shall upon the vote (in person, by proxy or by action by written request consent, as applicable) all shares of the Majority Shareholders: (a) sell, transfer and deliver, Stock now or cause to be sold, transferred and delivered, to the Buyer, his hereafter directly or her Shares issued under the Plan that are then presently held indirectly owned of record or beneficially by such Holder or that will be issued as a result of any Investor in favor of, and adopt, such transaction on substantially the same terms applicable Drag-Along Event and 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) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Drag-Along Event as shall reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this Section 10.22.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to participate in a Drag-Along Event pursuant to this Section shall not apply to a Deemed Liquidation Event, where the other party involved in such transaction is an affiliate or stockholder holding more than 20% of the voting power of the Company.

Drag Along Right. In the event that the holders Investor is entitled to exercise its right of first offer pursuant to Section 3.1, but the Company is permitted to, and determines to, proceed with an Alternative Transaction under and in accordance with Section 3.2, upon the written request of the Company following delivery to the Investor of the Alternative Transaction Notice, the Investor shall (a) consent to and vote its Investor Shares in favor of, and use its reasonable best efforts to cause (subject to the Investor Director’s fiduciary duties and other applicable Law) the Investor Director to vote in favor of, the Alternative Transaction, (b) waive any dissenters’, appraisal and similar rights, if any, with respect thereto, and (c) if the Alternative Transaction involves a majority transfer of Securities, agree to sell a percentage of the Investor Shares beneficially owned by the Investor and/or its Affiliates at that time equal to the percentage of the total Securities (on a fully-diluted basis) to be sold in the Alternative Transaction, on the terms and conditions of Alternative Transaction; provided that (i) the counterparties in the Alternative Transaction are third parties which are not Affiliates of the Company’s voting capital stock then outstanding , (the “Majority Shareholders”ii) determine to sell or otherwise dispose of all or substantially all 100% of the assets consideration to be paid in the Alternative Transaction is comprised of cash and/or shares which are publicly traded and listed on an internationally recognized stock exchange, or to the extent that any consideration to be paid in the Alternative Transaction is comprised of consideration other than cash and/or shares which are publicly traded and listed on an internationally recognized stock exchange, the Investor shall be entitled to receive the cash equivalent of such consideration as of the date the Alternative Transaction is consummated, (iii) the Board has approved or recommended the Alternative Transaction, (iv) the Company or all or fifty percent consummates the Alternative Transaction within four (50%4) or more months after last day of the capital stock Exercise Period (subject to extension solely to extent necessary to obtain any required regulatory approvals or Shareholder approval required to consummate such Alternative Transaction), and (v) the Investor shall not (A) be liable for any matters that relate to any other seller or party to the Alternative Transaction (other than any of its Affiliates), (B) be required to provide any representations, warranties or indemnities that relate to any matters other than with respect to the organization and ability to consummate the Alternative Transaction of the Company Investor and any of its Affiliates, as applicable, and title to shares being sold by the Investor and any of its Affiliates, as applicable, (C) be required to agree that the Investor, AGHL, YF Fund or any of their respective Affiliates shall become subject to any Person non-competition, non-solicitation or similar agreement, or (D) have any liability with respect to any indemnification or other obligations related to the Alternative Transaction that would be joint and several with any other person (other than an Affiliate of the Company Investor) or would involve any of potential liability that would exceed the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause consideration to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed received by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Investor in order to carry out the terms and provisions of this Section 10.2such Alternative Transaction.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate 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 Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder the Grantee, including any of Shares issued under the Planhis or her successors as contemplated herein, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.25. The obligations under this Section 5 shall terminate in accordance with Section 10(b).

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.29.2.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in If USARE accepts a bona fide negotiated transaction (a “Sale”)offer to purchase its entire Interest and all other rights under this Agreement from an unrelated third party, each Holder USARE will give TMRC notice of Shares issued under the Plan, shall such offer and TMRC will then be obligated to sell its entire Interest and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, all other rights under this Agreement to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction unrelated third party on substantially the same terms applicable and conditions as are accepted by USARE. TMRC agrees (i) 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) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting action in support of the sale of such Shares in favor of any Sale proposed Interests as may reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders USARE or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this Section 10.2.8.5, 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 Encumbrances), and any similar or related documents; and (ii) to refrain from (a) exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such sale of Interests or (b) asserting any claim or commencing any suit (x) challenging the sale of Interests or this Agreement, or (y) alleging a breach of any fiduciary duty of USARE 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 Interests, or the consummation of the transactions contemplated thereby. Limited Liability Company Agreement: Page 45

Drag Along Right. In If, at any time subsequent to the event date hereof, the holders of stockholders owning shares representing at least a majority of the Company’s voting power of all outstanding shares of Company capital stock (on a fully diluted basis) then outstanding owned by all the stockholders (the “Selling Majority ShareholdersStockholders”) determine jointly to (A) sell or exchange (in a business combination or otherwise) any of their shares in one or a series of bona fide arms-length transactions to a third party who is not an Affiliate or an associate of the Selling Majority Stockholders (the “Third Party”), or (B) enter into a transaction pursuant to which the Company agrees to merge with or into another entity or agrees to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (case a “SaleCorporate Transaction”), each Holder then, upon thirty (30) days written notice from the Selling Majority Stockholders, which notice shall include reasonable details of Shares issued under the Planproposed sale or exchange, including the proposed time and place of closing and the consideration to be received by the stockholders (such notice being referred to as the “Sale Request”), the Selling Majority Stockholders may require that the Stockholder shall be obligated to to, and shall upon the written request of the Majority Shareholders: (ai) sell, transfer Transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party, in the Buyer, his same transaction at the closing thereof the same percentage of the Stockholder’s Shares as is equal to the percentage of the shares of Company capital stock (in each case assuming the conversion and exercise of all securities convertible into or her Shares issued under exercisable for Common Stock) owned by the Plan Selling Majority Stockholders as of the date of the Sale Request that are then presently held being sold by the Selling Majority Stockholders in such Holder transaction or that will be issued as a result transactions, (ii) deliver certificates for all of his Shares at the closing, free and clear of all claims, liens and encumbrances, (iii) upon request, consent to the cancellation of any and all vested stock options issued to such transaction on substantially Stockholder by the same terms applicable Company for an amount per underlying Share equal to the Majority Shareholders difference between the consideration per Share referenced in the preceding clause (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities i) and the exercise price of exercisable securities as well as the relative preferences and priorities of preferred stock); such vested stock options, and (biv) execute and deliver such instruments if stockholder approval of conveyance and transfer and take such other actionthe transaction is required, including voting such vote his Shares in favor thereof. Each Stockholder (including the Selling Majority Stockholders) shall receive the same consideration per share of Company capital stock upon any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order sale pursuant to carry out the terms and provisions of this Section 10.28.

Drag Along Right. In (a) Subject to Section 5.2(b), if the event the holders of Majority Onex Investors approve a majority sale (other than an Exempt Transfer) of: (i) 20% or more of the Company’s voting capital outstanding Shares or (ii) all or substantially all of the assets of the Company (each an "APPROVED SALE"), whether by way of merger, consolidation, sale of stock then outstanding or assets, or otherwise, all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger or consolidation of the “Majority Shareholders”) determine to sell Company or otherwise dispose a subsidiary, or a sale of all or substantially all of the assets of the Company or all a subsidiary, each Stockholder shall waive any dissenters rights, appraisal rights or fifty percent similar rights in connection with such merger, consolidation or asset sale, or (50%B) a sale of 20% or more of the capital stock outstanding Shares, each Stockholder shall agree to sell his/her/its respective Drag-Along Percentage (as defined below) of the Company to any Person (other than an Affiliate Shares which are the subject of the Company or any of the Majority Shareholders)Approved Sale, or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms and conditions as applicable to the Majority Shareholders (Shares being sold by the Onex Investor in such Approved Sale. The Stockholders will use their best efforts to cooperate in the Approved Sale and will take all necessary and desirable actions in connection with appropriate adjustments to reflect the conversion consummation of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities Approved Sale as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed are reasonably requested by the Majority Shareholders Onex Investors, including, but not limited to, entry into agreements and executing any purchase agreementsprovision of representations, merger agreementswarranties and indemnification, indemnity agreementsprovided, escrow that no Stockholder shall be required to enter into substantively different agreements or related documents as provide substantively different representations and warranties or indemnification than any other Stockholder and each Stockholder's obligations thereunder shall be several and limited to the Majority Shareholders or proceeds received by such Stockholder in connection with such Approved Sale. A Stockholder's "DRAG-ALONG PERCENTAGE" is the Buyer may reasonably require product obtained by multiplying (i) the total number of Shares owned by such Stockholder at the time of the Approved Sale by (ii) the quotient obtained by dividing (x) the total number of Shares being Transferred in order to carry out the terms and provisions Approved Sale by the Onex Investors by (y) the total number of this Section 10.2Shares owned by the Onex Investors at the time of the Approved Sale.

Drag Along Right. In the event thatIf a Deemed Liquidation Event (as defined in the Restated Charter) is approved by each of (i) the holders of a majority of the Company’s voting capital stock shares of Common Stock then outstanding ‑outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series Seed Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series Seed Preferred Stock then ‑outstanding and (iii) the Board approve a Deemed Liquidation Event (as defined in the Restated Charter), then each Stockholder (as defined herein) hereby agrees toshall vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as shallmay reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this Section 10.25.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 shallwill not apply to a Deemed Liquidation Event whereif the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” shall meanmeans each Holder and Key Holder, and any transferee thereof.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock Common Stock (or Common Stock equivalents) then outstanding (the “"Majority Shareholders”") determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company owned by the Majority Shareholders in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate 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 Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “"Buyer”") in a bona fide negotiated transaction (a “"Sale”"), each Holder the Optionee, including any of Shares issued under the Planhis or her successors as contemplated herein, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (subject to Sections 6 and 8): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that are then presently held by such Holder or that will be issued as a result of any 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, the redemption of redeemable securities and the exercise of exercisable vested securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.211. The provisions of this Section 11 shall terminate upon the completion of an Initial Public Offering.

Drag Along Right. In (a) If any Stockholder proposes to Transfer all of its Shares, representing more than 50% of the event the holders of a majority Shares of the Company’s voting capital stock , and, for so long as such a Transfer requires any approval hereunder, such Transfer has been so approved, then outstanding if requested by the Stockholder(s) Transferring such Shares (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority ShareholdersSection 3.3 Transferring Stockholder(s), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder other Stockholder (each, a “Selling Stockholder”) shall be required to sell all of the Shares issued held by it of the same type as any of the Shares to be Transferred (or then convertible into any such type). (b) The consideration to be received by a Selling Stockholder shall be the same form and amount of consideration per share to be received by the Section 3.3 Transferring Stockholder(s), and the terms and conditions of such sale shall be the same as those upon which the Section 3.3 Transferring Stockholder(s) sells its Shares. In connection with the transaction contemplated by Section 3.3(a) (the “Drag Along Transaction”), each Selling Stockholder will agree to make or agree to the same customary representations, covenants, indemnities and agreements as the Section 3.3 Transferring Stockholder(s) so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each Stockholder; provided, that (i) any general indemnity given by the Section 3.3 Transferring Stockholder(s), applicable to liabilities not specific to the Section 3.3 Transferring Stockholder(s), to the purchaser in connection with such sale shall be apportioned among the Selling Stockholders according to the consideration received by each Selling Stockholder and shall not exceed such Selling Stockholder’s net proceeds from the sale, (ii) that any representation relating specifically to a Selling Stockholder and/or its Shares shall be made only by that Selling Stockholder, and (iii) in no event shall any Stockholder be obligated to agree to any non-competition covenant or other similar agreement as a condition of participating in such Transfer. (c) The fees and expenses incurred in connection with a sale under this Section 3.3 and for the Planbenefit of all Stockholders (it being understood that costs incurred by or on behalf of a Stockholder for his, her or its sole benefit will not be considered to be for the benefit of all Stockholders), to the extent not paid or reimbursed by the Company or the transferee or acquiring Person, shall be shared by all the Stockholders on a pro rata basis, based on the consideration received by each Stockholder in respect of its Shares; provided that no Stockholder shall be obligated to and shall upon make any out-of-pocket expenditure prior to the written request consummation of the Majority Shareholders:transaction consummated pursuant to this Section 3.3 (excluding de minimis expenditures). (ad) sell, transfer and deliver, or cause The Section 3.3 Transferring Stockholder(s) shall provide written notice (the “Drag Along Notice”) to each other Selling Stockholder of any proposed Drag Along Transaction as soon as practicable following its exercise of the rights provided in Section 3.3(a). The Drag Along Notice shall set forth the consideration to be soldpaid by the purchaser for the securities, transferred the identity of the purchaser and delivered, the material terms of the Drag Along Transaction. (e) If any holders of the Shares of any class are given an option as to the Buyerform and amount of consideration to be received in the Drag Along Transaction, his all holders of the Shares of such class must be given the same option. (f) Upon the consummation of the Drag Along Transaction and delivery by any Selling Stockholder of the duly endorsed certificate or her certificates representing the Shares issued under the Plan that are then presently held by such Holder or that will Selling Stockholder to be issued as sold together with a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securitiesstock power duly executed in blank, the redemption acquiring Person shall remit directly to such Selling Stockholder, by wire transfer of redeemable immediately available funds, the consideration for the securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.2sold pursuant thereto.

Drag Along Right. In the event the holders of If at any time prior to a majority of the Company’s voting capital stock then outstanding Qualified Public Offering Cypress (the “Majority Shareholders”and/or its Permitted Transferees) determine proposes to sell or otherwise dispose causes the sale of, in one or a series of all or substantially all related transactions, more than 25% of the assets Shares then held by Cypress to a Third Party, then Cypress shall have the right to deliver a written notice (a "Buyout Notice") to each Management Stockholder (and his/her Permitted Transferees) which shall state (i) that Cypress proposes to effect such transaction, (ii) the identity of the Company or all or fifty percent Third Party and the proposed purchase price per Share to be paid and any other material terms and conditions, and (50%iii) or more the projected closing date of the capital stock such sale. Each Management Stockholder (and his/her Permitted Transferees) agrees that, upon receipt of the Company to any Person a Buyout Notice, such Management Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholdersand his/her Permitted Transferees) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon sell in such transaction the written request same percentage of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued Management Stockholder (and his/her Permitted Transferees) as a result of any such transaction on substantially the same terms applicable Cypress and its Permitted Transferees propose 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) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out sell upon the terms and provisions conditions of this Section 10.2such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction); provided that in no event shall any Management Stockholder (or his/her Permitted Transferees) be required to make any representations or provide any indemnities (A) other than on a proportionate basis and (B) with respect to matters relating solely to Cypress (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Cypress (or its Permitted Transferees).

Drag Along Right. In (a) If, at any time prior to an Initial Public Offering, (i) a Parent Drag-Along Notice is delivered or (ii) the event Parent Stockholders desire to Transfer Shares (each, a “Drag-Along Sale”), that, as to clause (ii) only and together with any Shares previously Transferred, represent fifty percent (50%) or more of the holders aggregate number of Shares owned by the Parent Stockholders to one or more third parties (each, a majority “Third-Party Purchaser”), then the Parent Stockholders shall have the right to require the Management Stockholders (A) other than in respect of the Phantom Stockholders (solely in their capacity as such), if such Transfer is structured as a sale of capital stock of the Company’s voting capital stock then outstanding , to Transfer, or cause to be Transferred, to the Third-Party Purchaser the number of shares of Common Stock determined in accordance with Section 2.6(a), (the “Majority Shareholders”B) determine to sell or otherwise dispose if such Transfer is structured as a merger, consolidation, sale of all or substantially all of the assets of the Company or all other transaction requiring the consent or fifty percent (50%) or more approval of the capital stock Stockholders, to vote all of the Company Shares held by the Management Stockholders in favor thereof, and otherwise to consent to and raise no objection to such transaction, and the Management Stockholders shall waive any Person dissenters’ rights, appraisal rights or similar rights which the Management Stockholders may have in connection therewith, (C) other than an Affiliate in respect of the Company or any of the Majority ShareholdersPhantom Stockholders (solely in their capacity as such), or if such Transfer is in connection with a Parent Drag-Along Sale, to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliverTransfer, or cause to be soldTransferred, transferred in connection with the Drag-Along Sale, the number of shares of Common Stock determined in accordance with Section 2.6(a) and delivered(D) as to the Phantom Stockholders (solely in their capacity as such), to Transfer, or cause to be Transferred, to the Buyer, his or her Shares issued under Third-Party Purchaser the Plan that are then presently held by such Holder or that will number of shares of Common Stock to be issued to settle a Phantom Stock award immediately prior to and as a result of any such transaction on substantially Drag-Along Sale computed in accordance with Section 6(a) of the Phantom Stock Plan. The rights of the Parent Stockholders under this Section 2.3 shall be exercisable by written notice (a “Drag-Along Notice”) delivered by the Parent Stockholders to the Management Stockholders, which shall state (1) that a Parent Drag-Along Notice has been delivered or that the Parent Stockholders propose to effect a Drag-Along Sale, (2) the number of Shares and the Percentage Interest of the Parent Stockholders (or the Parent Transfer Percentage Interest) proposed to be Transferred, (3) the proposed purchase price to be paid by the Third-Party Purchaser for the Shares to be Transferred and (4) the other principal terms of the Drag-Along Sale. The Management Stockholders agree, upon receipt of a Drag-Along Notice, (x) to be bound by the same terms terms, provisions and conditions in respect of the Drag-Along Sale as are applicable to the Majority Shareholders Parent Stockholders (with appropriate adjustments to reflect the conversion of convertible securitiesor, if applicable, the redemption Members) and (y) to be obligated to sell the number of redeemable securities shares of Common Stock as determined in accordance with this Section 2.3(a) and to take all reasonably necessary actions to cause the exercise consummation of exercisable securities as well as the relative preferences and priorities proposed transaction, including voting (pursuant to clause (B) of preferred stock); and the first sentence above) in favor of such transaction. (b) In connection with any proposed Drag-Along Sale: (i) prior to the consummation of any such proposed Drag-Along Sale, the Management Stockholders shall execute any purchase or sale agreement and any other certificate, instrument and agreement reasonably requested by the Parent Stockholders or the Third-Party Purchaser to consummate the proposed Drag-Along Sale, containing terms no less favorable to the Management Stockholders than those executed by the Parent Stockholders (or the Members) with respect to the Shares (or the Units) proposed to be Transferred by the Parent Stockholders (or the Members) in connection with such Drag-Along Sale. For the avoidance of doubt, the Management Stockholders shall be required (A) to bear, to the extent not borne by the Company, their pro rata share (based upon the percentage of the total consideration to which each such Person is entitled in respect of the Drag-Along Sale) of any indemnities, escrows, holdbacks or adjustments in purchase price established pursuant to the agreement evidencing such Transfer and (B) to make such representations, warranties and covenants and enter into such agreements customarily made or entered into in similar transactions; (ii) the Parent Stockholders and each Management Stockholder shall bear their respective pro rata share (based upon the percentage of the total consideration to which each such Person is entitled in respect of the Drag-Along Sale) of the costs incurred in connection with such Drag-Along Sale to the extent such costs are incurred for the benefit of the Parent Stockholders (or the Members) and the Management Stockholders and are not otherwise paid by the Company or the Third-Party Purchaser, with the understanding that the Company shall pay such costs unless prohibited from doing so by the terms of the transaction; provided, however, that costs incurred by each Member, Parent Stockholders and Management Stockholder, as applicable, on their own behalf shall not be considered to be costs of the transaction hereunder; (iii) at the closing of any Drag-Along Sale, the Management Stockholders shall deliver to the Parent Stockholders or the Third-Party Purchaser such instruments of conveyance and transfer and take such other actionTransfer as shall be requested by the Parent Stockholders or the Third-Party Purchaser with respect to the Shares of the Management Stockholders to be Transferred, against receipt of the purchase price therefor, including voting such certificates representing the Shares of the Management Stockholders to be Transferred, which shall be duly endorsed for Transfer with all applicable stock transfer tax stamps attached, paid or otherwise provided for by the Management Stockholders; (iv) the consideration payable in favor respect of each share of Common Stock in connection with any Drag-Along Sale shall equal the consideration payable in respect of each share of Common Stock Transferred by the Parent Stockholders or, if in connection with a Parent Drag-Along Sale, the consideration payable in respect of each Class A Unit Transferred; and (v) there shall be no liability on the part of any Sale proposed by Member, the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders Parent Stockholders or the Buyer may reasonably require Company to the Management Stockholders if any Drag-Along Sale is not consummated for whatever reason. For the avoidance of doubt, the determination of whether to effect a Drag-Along Sale shall be in order to carry out the terms sole and provisions absolute discretion of this Section 10.2the Parent Stockholders (or the applicable Members).

Drag Along Right. In (a) If at any time after the event the holders of Effective Date, Stockholders holding a majority of the Company’s voting capital stock then issued and outstanding shares of Common Stock (the “Majority ShareholdersDrag Stockholders”) determine desire to sell effect a sale of the Company or all or substantially all of the Company’s assets in either case resulting in a Change of Control of the Company, whether in a single transaction or a series of related transactions and whether by means of merger, consolidation, or sale of stock, assets or otherwise dispose (a “Sale of the Company”), then, the Drag Stockholders desiring to effect such sale shall give written notice thereof to the remaining Stockholders, not less than thirty (30) days prior to taking an action in connection which such sale (the “Sale Consideration Period”). Following the Sale Consideration Period, subject to Section 4.4(b), all Stockholders shall, promptly upon the request of the Drag Stockholders, take all actions set forth below in this clause (a): (i) consent to, approve, and, to the extent applicable, vote their shares of voting Company Capital Stock in favor of the Sale of the Company, provided that it shall be a condition of such consent that all Stockholders receive the same consideration (in form, amount and proportion) per share of Common Stock to be transferred in connection with the proposed Sale of the Company; (ii) subject to paragraph (b) below, execute and deliver all documents, instruments and consents which are necessary or desirable to effectuate such Sale of the Company; (iii) in the event that such Sale of the Company is structured as a merger, consolidation or similar transaction, or a sale of all or substantially all of the assets Company’s assets, waive any and all dissenters’ rights, appraisal rights or similar rights in connection with such Sale of the Company; and (iv) in the event that such Sale of the Company is structured as a sale of shares of Common Stock or a similar transaction, sell their shares of Common Stock on the terms and conditions approved by and applicable to the Drag Stockholders. (b) The rights and obligations of the Stockholders in connection with a Sale of the Company are subject to the following conditions: (i) all reasonable expenses incurred by the Company in connection with any Sale of the Company shall be borne ratably by the Stockholders in accordance with the proceeds received or to be received by such Stockholders, and all individual expenses incurred by any Stockholder in connection with the Sale of the Company shall be borne by such Stockholder; and (ii) each Stockholder shall make representations and warranties as to its title to the shares of Common Stock being sold and its power, authority, and right to enter into the pertinent transaction without contravention of Applicable Law, and no Stockholder shall be obligated in connection with any Sale of the Company to agree to indemnify the purchaser thereunder for any representations and warranties other than its own or (i) in an amount in excess of the proceeds received or to be received by such Stockholder in such Sale of the Company or all or fifty percent (50%ii) or more for any losses arising out of the capital stock willful misconduct or fraud of such purchaser. (iii) in connection with any Sale of the Company, no Stockholders shall be required to agree to limit in any manner the conduct of its business, including, but not limited to, any non-competition agreement, nor shall any Stockholder be required to become subject to any continuing obligations except as provided in clause (ii) above. (c) In the event a Sale of the Company has not occurred within five years following the Effective Date, and provided RB remains a Stockholder at that time, RB shall have the right to any Person effect a Sale of the Company, subject to compliance with Section 4.2 (other than an Affiliate of the Company or any of the Majority Shareholdersparagraph (e) thereof), or to cause in accordance with the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.24.4, and each of the other Stockholders agree to take the actions required under Section 4.4(a) above as if such Sale of the Company were being effected by Drag Stockholders. (d) The Drag Stockholders (including RB in the case of a Sale of the Company by RB pursuant to Section 4.4(c) above) agree that in exercising their rights under this Section 4.4, they shall use all commercially reasonable efforts to realize the best possible price for the Company.

Drag Along Right. 4.1 If the Institutional Investors are proposing to sell to one or more third parties in excess of fifty percent (50%) of the number of Shares owned by them, the Institutional Investors shall have the right, but not the obligation, to require each other Investor to sell, in accordance with the immediately following sentence hereof, all or a portion of such other Investor's Shares (including shares of vested restricted Common Stock and restricted Common Stock that would vest upon such sale) in such sale. In the event the Institutional Investors require the other Investors to sell all or a portion of their Shares (including shares of vested restricted Common Stock and restricted Common Stock that would vest upon such sale) pursuant to this Section 4.1 such other Investors shall be required to include in such sale an amount of Shares (including shares of vested restricted Common Stock and restricted Common Stock that would vest upon such sale) equal to the aggregate number of Shares (including shares of vested restricted Common Stock and restricted Common Stock that would vest upon such sale) owned by such other Investor as of the date of the proposed sale multiplied by a fraction, the numerator of which shall be the number of Shares that the Institutional Investors are proposing to sell in such sale, and the denominator of which is the aggregate number of Shares owned by the Institutional Investors, in each case, as of the date of the proposed sale. An Investor required to sell any Shares pursuant to this Section 4.1, shall be entitled to receive in exchange therefor an amount per share equal to the purchase price received per share of Common Stock Owned by the Institutional Investors in connection with such sale; provided, however that, if the Institutional Investors own Preferred Stock, such per share amount shall be calculated after giving effect to the payment of the Liquidation Preference (as defined in the Restated Charter) to all holders of a majority Preferred Stock. Such Investors shall otherwise participate in such transaction on other terms and conditions not less favorable to such Investors than those applicable to the Institutional Investors and, subject to Section 4.3 below, shall receive the same type of consideration received by the Institutional Investors in such transaction. In the event that any such transaction involves the merger of the Company’s voting capital stock then outstanding (Company with or into a third party or, in the “Majority Shareholders”) determine to sell or otherwise dispose event that in lieu of the sale of Shares, the transaction involves the sale by the Company of all or substantially all of the Company's assets to any third party, or if such transaction otherwise requires the vote of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”)Company's stockholders, each Holder of Investor hereby agrees to vote all Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held owned by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares Investor in favor of such transaction, waive any Sale proposed by dissenter or appraisal right he, she or it may have in respect of such transaction and to otherwise to take all steps necessary (including delivery of certificates or other instruments evidencing the Majority Shareholders shares to be conveyed, duly endorsed and executing any purchase agreementsin negotiable form with all the requisite documentary stamps affixed thereto) to enable him, merger agreements, indemnity agreements, escrow agreements her or related documents as it to comply with the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.24.1 to facilitate any such transaction. For the purposes of this Section 4, a sale to a "third party" shall not include a sale to any Permitted Assignee or a sale pursuant to a Registration Statement.

Drag Along Right. In (i) If, before the event consummation of an Initial Public Offering (as hereinafter defined), CHP, alone or together with one or more of the holders other Stockholders (collectively, the "Majority Stockholders"), proposes to sell any or all of the shares of Common Stock and/or Preferred Stock owned by them in a bona fide transaction to an unaffiliated third party (regardless of whether such disposition is by means of a majority sale of such shares of Common Stock and/or Preferred Stock, a merger of the Company’s voting capital stock then outstanding (Company in which the “Majority Shareholders”) determine shares of Common Stock and/or Preferred Stock are converted into the right to sell receive cash, or otherwise dispose a sale of all or substantially all of the assets of the Company or all or fifty percent (50%) or more and a subsequent distribution of the capital stock proceeds therefrom), the Majority Stockholders shall be entitled, by delivery of 30 days' prior written notice to all of the Company to any Person (other than an Affiliate Stockholders, specifying the name and address of the Company or any proposed parties to such transaction and the terms thereof, to require each such Stockholder to sell the same percentage of the shares Common Stock and/or Preferred Stock held by him, her or it for the equivalent consideration per share and otherwise upon the same terms as such Majority Shareholders), or Stockholders in the proposed transaction. (ii) The closing of any transaction pursuant to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of this Section 5(b) shall be held at such time and place as the Majority Shareholders) (in each caseStockholders shall reasonably specify. At such closing, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder selling Stockholders shall deliver stock certificates representing the shares of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause Common Stock and/or Preferred Stock to be sold, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, if any, against payment of the purchase price therefor, and the shares of Common Stock and/or Preferred Stock to be transferred shall be free and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result clear of any liens, charges, claims or encumbrances (other than restrictions imposed pursuant to applicable federal and state securities laws), and each selling Stockholder shall so represent and warrant. Each selling Stockholder shall further represent and warrant that he, she or it is the beneficial owner of such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion shares of convertible securities, the redemption Common Stock and/or Preferred Stock and shall make such additional representations and warranties as shall be customary in transactions of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.2a similar nature.

Drag Along Right. 6.5.1 In the event that the holders C-Shareholders would receive at the closing of such Liquidation Event (i) less than two and a majority half times on their investment in Class C Shares or two and a half times or more on their investment in Class C Shares other than in cash and/or freely-tradable securities, the Preferred Supermajority, or (ii) two and a half times or more on their investment in Class C Shares in cash and/or freely-tradable securities, the Preferred Majority votes in favor of the Company’s voting capital stock any Liquidation Event, then all then outstanding voting shares shall vote in favor of any such Liquidation Event and shall further comply with the following provisions (the “Majority ShareholdersDrag Along Right”): (a) determine to sell If the Liquidation Event is structured as a merger or otherwise dispose consolidation of the Company or a sale of all or substantially all of the assets Company’s assets, then each Shareholder shall take all actions necessary to approve the Liquidation Event and cause the Liquidation Event to be consummated including, but not limited to: (i) voting all shares then beneficially held by such Shareholder in favor of the Company or all or fifty percent (50%) or more Liquidation Event at any meeting of the capital stock Company’s Shareholders called to vote on the Liquidation Event or, in the alternative, approve the Liquidation Event by written consent of the Company Company’s Shareholders and raise no objections to the Liquidation Event or the process pursuant to which the Liquidation Event was arranged, (ii) waiving any Person dissenters’ rights, appraisal rights or similar rights in connection with such Liquidation Event, if applicable, and (c) taking all other than an Affiliate of necessary and desirable actions reasonably requested by the Company or any of the Majority Shareholders), or C-Shareholders to cause the Company Liquidation Event to merge be consummated; or (b) In the event that the Liquidation Event involves a sale of securities, then, at the closing of the Liquidation Event, against payment of the purchase price for the securities to be sold by the Shareholder, each Shareholder shall transfer to the third party purchaser the Shares held by such Shareholder, free and clear of all liens, claims and encumbrances, together with or into or consolidate all other documents which are necessary to effect such Liquidation Event. 6.5.2 Notwithstanding the foregoing, the Shareholders will not be required to comply with this Clause 6.5 in connection with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction proposed Liquidation Event (a “SaleProposed Liquidation Event”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders) unless: (a) sellthe liability for indemnification, transfer if any, of such Shareholder in the Proposed Liquidation Event and deliver, or cause to be sold, transferred and delivered, to for the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result inaccuracy of any representations and warranties made by the Company in connection with such transaction Proposed Liquidation Event, is several and not joint with any other person (other than a joint escrow 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 stocka pro rata basis); and ; (b) execute liability shall be limited to such Shareholder’s applicable share (determined based on the respective proceeds payable to each Shareholder in connection with such Proposed Liquidation Event) of any claim; and (c) upon the consummation of the Proposed Liquidation Event, the aggregate consideration receivable by all Shareholders shall be allocated among the holders of Preferred Shares and deliver such instruments Common Shares on the basis of conveyance the relative liquidation preferences to which the holders of each respective series of Preferred Shares and transfer the holders of Common Shares are entitled in a Liquidation Event. To secure the obligations to vote the Shares in accordance with the provisions of this Clause 6.5, the Shareholders hereby appoint the then current Chief Executive Officer of the Company and take such other actiona designee of the C-Shareholders as their respective true and lawful proxy and attorney-in-fact, including voting such with full power of substitution, to vote all of their respective Shares in favor of such Liquidation Event and all such other matters as provided for in this Clause 6.5, but only to the extent provided herein. The then current Chief Executive Officer of the Company and any Sale proposed by designee of the Majority C-Shareholders and executing may exercise the irrevocable proxy granted to them hereunder, in their sole discretion, at any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as time any Shareholder fails to comply with the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.2Clause 6.5. The proxies and powers granted pursuant to this Clause 6.5 are coupled with an interest and are given to secure the performance of each of the obligations of the Shareholders hereunder. Such proxies and powers shall be irrevocable for the term of this Agreement and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Shareholder and bind the subsequent holders of such shares. The Founders and key managers of the Company shall enter into an agreement to the effect of this Clause 6.5 and a similar provision shall be added to the ESOP. If the Drag Along Right is exercised, a notice shall be served to the Company (the “Drag Along Notice”), specifying the name of the Proposed Purchaser and the price and other terms and conditions of the proposed transaction. The Company shall inform the other Shareholders of the Drag Along Notice and its contents. Each of the dragged Shareholders shall, for the benefit of each of the non-defaulting Shareholders, forfeit a directly due and payable penalty – provided that a prior notice of default is sent stating a period to remedy the default of at least three business days – in the amount of EUR 50,000 (fifty thousand Euro) for any violation of the obligations, set out in this Clause 6.5 by it and/or any of the persons or legal entities it is liable for as well as a penalty in the amount of EUR 10,000 (ten thousand Euro) for each day that the violation continues, without prejudice to the right of each of the Shareholders to claim performance of this Agreement and/or its actual damages under this Agreement.

Drag Along Right. In If the event the Company’s board of directors and holders of a majority of the Company’s voting capital stock then outstanding shares of Series A Preferred Stock (the “Majority ShareholdersInitiating Sellers”) determine agree to sell (a) the acquisition of the Company by another entity by means of a merger, consolidation or otherwise dispose bona fide sale of securities resulting in the exchange of the outstanding shares of the Company for securities or consideration issued by the acquiring corporation that results in the transfer of more than 50% of the outstanding voting power of the Company or (b) the sale of all or substantially all of the Company’s assets (any such transaction a “Change of Control Transaction”), then each holder of Class B Common Stock hereby agrees: (i) to vote all shares held by such stockholder in favor of such merger, consolidation or sale on the same terms and conditions as approved by the Initiating Sellers; (ii) to sell pursuant to such transaction all Company securities held by such stockholder; and (iii) to take any such other actions, including the timely delivery of documents and instruments, as may be required to effect such sales, in each case subject to the following conditions: (a) no stockholder will be required to make any representation, covenant or warranty in connection with the Change of Control Transaction, other than as to such stockholder’s ownership and authority to sell, free of liens, claims and encumbrances, the shares of Class B Common Stock proposed to be sold by such Stockholder; (b) the liability for indemnification, if any, of such stockholder in the Change of Control Transaction is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all Stockholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with the Change of Control Transaction; (c) the consideration payable with respect to each share in each class or all series as a result of such Change of Control Transaction is the same (except for cash payments in lieu of fractional shares) as for each other share in such class or fifty percent series; (50%d) or more each class and series of the capital stock of the Company will be entitled to any Person receive the same form of consideration (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall and be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, subject to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued same indemnity and escrow provisions) as a result of any such transaction on substantially Change of Control Transaction; and (e) the same terms applicable payment with respect to each share of Class B Common Stock is an amount at least equal to the Majority Shareholders (amount payable in accordance with appropriate adjustments the Company’s certificate of incorporation, as amended from time to reflect time, if such Change of Control Transaction were deemed a liquidation, dissolution or winding up within the conversion meaning of convertible securitiesArticle V, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.23 thereof.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate 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 Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the PlanOptionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.2.9. The obligations under this Section 9 shall terminate in accordance with Section 11(a)

Drag Along Right. In If at any time members of the event Platinum Group propose to sell or cause the holders sale of a majority of the Company’s voting capital stock outstanding Shares beneficially owned by the Platinum Group to a Third Party in any arm’s-length transaction or series of related transactions, then outstanding (Platinum shall have the “Majority Shareholders”) determine right to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in deliver a bona fide negotiated transaction written notice (a “SaleBuyout Notice”)) to each Stockholder which shall state (i) that Platinum (or the applicable parties) proposes to effect such transaction, each Holder (ii) the identity of Shares issued under the PlanThird Party and the proposed purchase price per Share to be paid and any other material terms and conditions, and (iii) the projected closing date of such sale. Each Stockholder agrees that, upon receipt of a Buyout Notice, such Stockholder shall be obligated to and shall upon sell in such transaction the written request same percentage of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder Stockholder as the Platinum Group proposes to sell upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction); provided, that in no event shall such Stockholder be required to make any representations or provide any indemnities other than (A) on a proportionate basis, or (B) with respect to matters relating solely to such Stockholder, such as representations as to title to Shares to be transferred by such Stockholder, and no Stockholder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferee with respect to an amount in excess of the sum of the net cash and value of other proceeds paid to such Stockholder in connection with such Transfer. In the event that will be issued any such Transfer is structured as a result of any merger, consolidation or similar business combination, each such transaction on substantially the same terms applicable Stockholder hereby agrees 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) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares vote in favor of the transaction (including acting by written consent if requested) and take all action to waive any Sale proposed by the Majority Shareholders and executing any purchase agreementsdissenter’s, merger agreements, indemnity agreements, escrow agreements appraisal or related documents as the Majority Shareholders or the Buyer other similar rights such Stockholder may reasonably require in order to carry out the terms and provisions of this Section 10.2have.

Drag Along Right. (a) In the event that the holders of Board votes to approve a majority of Change in Control, then each Stockholder hereby agrees: (i) if such Change in Control requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (i) all such Shares in favor of, and adopt, such Change in Control (together with any related amendment to the Company’s voting capital stock then outstanding Certificate required in order to implement such Change in Control), and (ii) in opposition to any and all other proposals that could reasonably be expected to delay or impair the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets ability of the Company or all or fifty percent to consummate such Change in Control; (50%ii) or more if such Change in Control is to be effected by sale of Company capital stock to a third party (a “Stock Sale”), to sell the same proportion of shares of capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently beneficially held by such Holder or that will be issued Stockholder as a result is being sold by all other holders of any such transaction Company capital stock and, except as permitted in Section 4.7(b), on substantially the same terms applicable and conditions as holders of the same class or series of Company capital stock are so selling; (iii) 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) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Change in Control as shall reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions of this Section 10.24.7, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, exchange 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; (iv) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares owned by such Stockholder or its Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Change in Control; (v) not to assert or exercise any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Change in Control; and (vi) if the consideration to be paid in exchange for the Shares in any Change in Control includes any securities and due receipt thereof by any Stockholder would require under applicable law (A) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities, or (B) 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, as promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for such Stockholder’s Shares. (b) Notwithstanding the foregoing Section 4.7(a), no Stockholder will be required to comply with such section in connection with any proposed Change in Control unless: (i) any representations and warranties to be made by such Stockholder in connection with such proposed Change in Control are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder’s Shares, including, without limitation, representations and warranties that (A) the Stockholder holds all right, title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (B) the obligations of the Stockholder in connection with the proposed Change in Control have been duly authorized, if applicable, (C) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms, and (D) neither the execution and delivery of documents to be entered into in connection with such proposed Change in Control, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with such proposed Change in Control, other than the Company (except to the extent that funds may be paid in proportion to the amount of consideration to be received by such Stockholder out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all Stockholders); (iii) the liability for indemnification, if any, of such Stockholder in such proposed Change in Control and for the inaccuracy of any representations and warranties made by the Company in connection with such proposed Change in Control, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all Stockholders), and is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such proposed Change in Control (in accordance with the provisions of the Certificate); (iv) the Stockholder’s liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such proposed Change in Control in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such proposed Change in Control, except with respect to claims related to fraud, intentional misrepresentation or willful misconduct by such Stockholder, the liability for which need not be limited as to such Stockholder; (v) upon the consummation of such proposed Change in Control, (A) each holder of each class or series of the Company’s capital stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (B) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of Preferred Stock of such same series, (C) each holder of the Common Stock will receive the same amount of consideration per share of such Common Stock as is received by other holders in respect of their shares of the Common Stock, and (D) the aggregate consideration receivable by all holders of the Company Preferred Stock and Common Stock shall be allocated among the holders of the Company Preferred Stock and Common Stock on the basis of the relative liquidation preferences, if any, set forth in the Certificate in connection with a liquidation or a Change in Control, as applicable; and (vi) subject to the foregoing subsection (v), requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of such proposed Change in Control, all holders of such capital stock will be given the same option.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock Common Stock (or Common Stock equivalents) then outstanding (the “"Majority Shareholders”") determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company owned by the Majority Shareholders in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate 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 Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “"Buyer”") in a bona fide negotiated transaction (a “"Sale”"), each Holder the Optionee, including any of Shares issued under the Planhis or her successors as contemplated herein, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (subject to Sections 6 and 8): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that are then presently held by such Holder or that will be issued as a result of any 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, the redemption of redeemable securities and the exercise of exercisable vested securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.210. The provisions of this Section 10 shall terminate upon the completion of an Initial Public Offering.

Drag Along Right. In the event that each of (i) the holders of a majority of the Company’s voting capital stock shares of Common Stock then outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series Seed Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series Seed Preferred Stock then outstanding and (iii) the Board approve a Deemed Liquidation Event (as defined in the Restated Charter), then each Holder and Key HolderStockholder (as defined herein) hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person (other than an Affiliate now or hereafter directly or indirectly owned of the Company record or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held beneficially by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders Key HolderStockholder (with appropriate adjustments to reflect the conversion of convertible securitiescollectively, the redemption of redeemable securities “Shares”) in favor of, and the exercise of exercisable securities as well as the relative preferences adopt, such Deemed Liquidation Event and priorities of preferred stock); and (b) to execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as shall reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this Section 10.25.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 shall not apply to a Deemed Liquidation Event where the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” shall mean each Holder and Key Holder, and any transferee thereof.

Drag Along Right. In If a Deemed Liquidation Event (as defined in the event Restated Charter) is approved by each of (i) the holders of a majority of the Company’s voting capital stock then shares of Common Stock then-outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series Seed Preferred Stock), (ii) to the extent that no prior Series Seed Failure to Invest has occurred, the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series Seed Preferred Stock then-outstanding and (iii) the Board, then each Stockholder shall vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as may reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order Company to carry out the terms and provisions provision of this Section 10.25.3, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 will not apply to a Deemed Liquidation Event if the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” means each Holder and Key Holder, and any transferee thereof.

Drag Along Right. In If a Deemed Liquidation Event (as defined in the event Restated Certificate) is approved by each of (i) the holders of a majority of the Company’s voting capital stock then outstanding shares of Common Stock then‑outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series A Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon the conversion of the Series A Preferred Stock and (iii) the Board, then each Stockholder shall vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerVoting Shares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as may reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order Company to carry out the terms and provisions provision of this Section 10.25.3, including executing and delivering instruments of convey‐ance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 will not apply to a Deemed Liquidation Event if the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company.

Drag Along Right. In (a) Following compliance with the procedures of Section 2.3, in the event one or more Stockholders holding more than 50% (or, to the holders of a majority extent that at such time the Cerberus Investors and their Affiliates own less than 60% of the Company’s voting capital stock then outstanding shares of common stock, Cerberus Investors and their Affiliates holding more than 40%) of the outstanding shares of Common Stock in the aggregate (the “Majority Shareholders”"Transferor") determine propose to sell Transfer for cash or otherwise dispose of all marketable equity securities traded or substantially quoted on a national exchange or quotation system all of the assets shares of Common Stock held by the Company or all or fifty percent Transferor to a third party that (50%i) or more of the capital stock of the Company to any Person (other than is not an Affiliate of the Company Transferor and (ii) in the event the Transfer (in whole or any in part) is in exchange for marketable equity securities, the issuer of the Majority Shareholderssuch securities has an equity market capitalization of at least $1,000,000,000 (a "Transferee"), such Transferor or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and deliveredsuch Transferee, to the Buyerextent authorized by such Transferor, his may require the Other Stockholders and any Investor Holders to participate in such Transfer and sell or her transfer all the Shares issued under held by such Stockholders in the Plan that manner and on the same terms and conditions (or on terms and conditions, in the case of Class B Common Stock, appropriately adjusted to account for the applicable rights upon liquidation) as such Transferor (the "Drag-Along Right"). (b) No later than twenty (20) days prior to the consummation of the Transfer, the Transferor shall deliver a written notice to the Other Stockholders and any Investor Holder specifying the names and address of the proposed parties to such Transfer and the terms and conditions thereof. In the event such written notice is given, any warrants and options held by each Stockholder which are then presently held by such Holder exercisable (or that will be issued become exercisable as a result of the transaction that is the subject of the notice), shall be exercised by the Stockholders for Common Stock immediately prior to the consummation of the proposed transaction, which Common Stock shall also be subject to the Drag-Along Right, and such options and warrants to the extent not then exercisable (or to the extent such options and warrants would not become exercisable as a result of such transaction) shall automatically be cancelled immediately prior to the consummation of the proposed transaction. The closing of the Transfer shall be held at such time and place as the Transferor or the Transferee shall reasonably specify, which date shall not be later than ninety (90) days from the date of the written notice delivered by the Transferor. Prior to or at such closing, each Stockholder shall deliver stock certificates representing its Shares, duly endorsed for transfer, and each such Stockholder shall represent and warrant that (i) such Stockholder is the record and beneficial owner of such Shares and (ii) such Shares are being transferred free and clear of any liens, charges, claims or encumbrances (other than restrictions imposed pursuant to applicable Federal and state securities laws and this Agreement). Each Stockholder agrees to take all actions necessary and desirable in connection with the consummation of the Transfer, including without limitation, the waiver of all appraisal rights available to any such transaction on substantially the same terms Stockholder under applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion law, and shall make such additional representations and warranties as shall be customary in transactions 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) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.2a similar nature.

Drag Along Right. In the event one or more Investor Holder (the holders of “Transferor”) proposes to Transfer at least a majority of the Company’s voting capital stock then outstanding Common Shares to an unrelated third party (a “Transferee”), such Transferor may require the Other Stockholders and any other Investor Holders to participate in such Transfer and sell or transfer all the Common Shares held by such Stockholders in the manner and on the same terms and conditions as such Transferor (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “SaleDrag-Along Right”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders:. (a) sellNo later than fifteen (15) days prior to the consummation of the Transfer, transfer the Transferor shall delivery a written notice to the Other Shareholders (and deliverany other Investor Holder) specifying the (i) names and address of the proposed parties to such Transfer (ii) proposed closing date for such sale, or cause (iii) proposed amount and form of consideration to be soldpaid for the Common Shares and (iv) other terms and conditions of such Transfer. In the event such written notice is given, transferred any warrants and delivered, to the Buyer, his or her Shares issued under the Plan that options held by each Shareholder which are then presently held by such Holder exercisable (or that will be issued become exercisable as a result of the transaction that is the subject of the notice), shall be exercised by the Shareholders for Common Shares, which Common Shares shall also be subject to the Drag-Along Right, and such options and warrants to the extent not then exercisable (or to the extent such options and warrants would not become exercisable as a result of such transaction) shall automatically be cancelled. The closing of the Transfer shall be held at such time and place as the Transferor or the Transferee shall specify. Prior to or at such closing, each Shareholder shall deliver stock certificates representing the Shares, together with a duly endorsed instrument of transfer for the Transfer, and each such Shareholder shall represent and warrant that (i) such Shareholder is the record and beneficial owner of such Shares and (ii) such Shares are being transferred free and clear of any liens, charges, claims or encumbrances (other than restrictions imposed pursuant to applicable Federal and state securities laws and this Agreement). Each Shareholder agrees to take all actions necessary and desirable in connection with the consummation of the Transfer, including without limitation, the waiver of all appraisal rights available to any such transaction on substantially the same terms Shareholder under applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion law, and shall make such additional representations and warranties as shall be customary in transactions 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) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.2a similar nature.

Drag Along Right. In If a Deemed Liquidation Event (as defined in the event Restated Charter) is approved by each of (i) the holders of a majority of the Company’s voting capital stock then shares of Common Stock then-outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series Seed Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series Seed Preferred Stock then-outstanding, which majority shall include the Requisite Holders (as defined in the Restated Charter), and (iii) the Board, then each Stockholder shall vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as may reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order Company to carry out the terms and provisions provision of this Section 10.25.3, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 will not apply to a Deemed Liquidation Event if the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” means each Holder and Key Holder, and any transferee thereof.

Drag Along Right. In If a Deemed Liquidation Event (as defined in the event Restated Charter) is approved by each of (i) the holders of a majority of the Company’s voting capital stock shares of Common Stock then outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series CF Pre- ferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series CF Preferred Stock then outstanding and (iii) the Board, then each Stockholder shall vote (in person, by proxy or by action by written consent, as applica- ble) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as may reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order Company to carry out the terms and provisions provision of this Section 10.2.5.3, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agree- ment, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share cer- tificates duly endorsed for transfer (free and clear of impermissible liens, claims and encum- brances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 will not apply to a Deemed Liquidation Event if the other party in- volved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding

Drag Along Right. In the event that each of (i) the holders of a majority of the Company’s voting capital stock shares of Common Stock then outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series Seed Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series Seed Preferred Stock then outstanding and (iii) the Board approve a Deemed Liquidation Event (as defined in the Restated Charter), then each Stockholder (as defined herein) hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as shall reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this Section 10.249, including without limitation executing and delivering instruments of convey­ance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 49 shall not apply to a Deemed Liquidation Event where the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” shall mean each Holder and Key Holder, and any transferee thereof.

Drag Along Right. In the event that each of (i) the holders of a majority of the Company’s voting capital stock shares of Common Stock then outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series Seed Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series Seed Preferred Stock then outstanding and (iii) the Board approve a Deemed Liquidation Event (as defined in the Restated Charter), then each Stockholder (as defined herein) hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as shall reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this Section 10.25.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 shall not apply to a Deemed Liquidation Event where the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” shall mean each Holder and Key Holder, and any transferee thereof.

Drag Along Right. In the event that (i) the holders Board and (ii) (A) prior to the time of a majority Holdings Liquidation, Holdings or (B) on or after the time of a Holdings Liquidation, the Required Series D Holders, approve a Sale of the Company (as defined below), then each Stockholder hereby agrees with respect to all securities of the Company which it own(s) or otherwise exercises voting or dispositive authority: (i) in the event such transaction is to be brought to a vote at a stockholder meeting, after receiving proper notice of any meeting of stockholders of the Company to vote on the approval of such Sale of the Company’s , to be present, in person or by proxy, as a holder of shares of voting capital stock then outstanding securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (the “Majority Shareholders”ii) determine to sell vote or otherwise dispose of cause to be voted (in person, by proxy or by action by written consent, as applicable) all or substantially all of the assets of the Company or all or fifty percent (50%) or more shares of the capital stock of the Company as to any Person (other than an Affiliate 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 any impair the ability of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate consummate such Sale of the Company Company; (iii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders:Company; (aiv) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer all related documentation and take such other actionaction in support of or to consummate such Sale of the Company as shall reasonably be requested by the Company; and (v) except for this Agreement, including no Stockholder, or any Affiliate thereof, shall deposit any shares of capital stock beneficially owned by such Stockholder, or an Affiliate thereof, in a voting trust or subject any such Shares shares of capital stock to any arrangement or agreement with respect to the voting of such shares of capital stock. Notwithstanding the foregoing, no Investor shall be required to vote in favor the manner described by this Section 5(b) unless (i) the net proceeds of such Sale of the Company are to 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 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 Sale proposed representation or warranty made by the Majority Shareholders Company or applicable Stockholders in connection with such Sale of the Company, is several and executing not joint with any purchase agreementsother 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 Company for indemnification of such inaccuracy shall be a violation of the foregoing), merger agreements, indemnity agreements, escrow agreements or related documents as is pro rata in proportion to the Majority Shareholders or amount of consideration paid to such Stockholder in connection with such Sale of the Buyer may reasonably require in order Company and does not exceed the maximum amount of consideration to carry out be received by such Stockholder from the terms Sale of the Company and provisions (iv) if a choice with regards to the form of this Section 10.2consideration is given to any Investor then all Investors shall be given the same choice.

Drag Along Right. In If a Deemed Liquidation Event (as defined in the event Restated Charter) is approved by each of (i) the holders of a majority of the Company’s voting capital stock shares of Common Stock then outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series CF Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series CF Preferred Stock then outstanding and (iii) the Board, then each Stockholder shall vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as may reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order Company to carry out the terms and provisions provision of this Section 10.25.3, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 will not apply to a Deemed Liquidation Event if the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” means each Holder and any transferee thereof.

Drag Along Right. (a) In connection with a Change of Control Transaction, the event Company shall have the right to require each Stockholder (i) to convert such Stockholder’s shares of Convertible Stock, if any, into Common Stock, and (ii) to participate in such Change of Control Transaction on the same terms, conditions and price per share of Common Stock as those applicable to the other holders of a majority Common Stock of the Company (with respect to their Common Stock). In addition, upon the request of the Company’s voting capital stock then outstanding (, the “Majority Shareholders”) determine Stockholders agree to sell vote in favor of such Change of Control Transaction, or otherwise dispose any sale, lease or exclusive license of all or substantially all of the Company’s assets (directly or indirectly) to one or more Persons who are not Affiliates of the Company in a transaction or series of related transactions approved by the Board, and the Company shall have the right to require each Stockholder to vote for, consent to and raise no objection to any such transaction (or transactions); and if such right is exercised by the Company, each Stockholder shall vote all of its Common Stock in favor of, and shall raise no objection to, any such transaction (or fifty percent transactions). In the event that the Company exercises its rights pursuant to this Section 5, (50%i) or no Stockholder will be obligated to pay more than its pro rata share of transaction expenses incurred (based on the proportion of the capital stock aggregate transaction consideration received) in connection with such Change of Control Transaction to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Company or the acquiring party (expenses incurred by or on behalf of a stockholder for its sole benefit not being considered expenses incurred for the benefit of all stockholders) and (ii) any representations and warranties made by and indemnifications provided by the Stockholders will be on a several and not a joint basis with Stockholders and other stockholders of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (participating in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders:such transaction. (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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) execute In the event that the Company desires to exercise its rights pursuant to this Section 5, the Company shall notify each Stockholder in writing of the proposed Transfer no less than fifteen (15) Business Days prior to the contemplated consummation date of the proposed Transfer or transaction (the “Drag Notice”). Such notice shall set forth: (i) a description of the proposed Transfer or other transaction, (ii) the name of the proposed purchaser, and deliver such instruments (iii) the proposed amount and form of conveyance consideration and transfer terms and take such other action, including voting such Shares in favor conditions of any Sale proposed payment offered by the Majority Shareholders and executing any purchase agreementsproposed purchaser. Any proposed Transfer or transaction pursuant to this Section 5 that is not consummated within one hundred twenty (120) days following the date of the Drag Notice, merger agreements, indemnity agreements, escrow agreements or related documents as shall again be subject to the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and notice provisions of this Section 10.25(b) and shall require compliance by the Company with the procedures described in this Section 5(b). (c) To the extent in conflict with the provisions of this Section 5, the provisions of Sections 4 and 6 are subordinate to and shall not apply to any Transfer or exercise of rights contemplated by this Section 5.

Drag Along Right. (a) In the event the holders of a majority one or more Investor Stockholders holding at least 51% of the Company’s voting capital stock then outstanding Shares (the “Majority Shareholders”"Transferor") determine propose to sell or otherwise dispose of all or substantially Transfer all of the assets of Shares held by the Company or all or fifty percent Transferor to a third party (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholdersa "Transferee"), such Transferor or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and deliveredsuch Transferee, to the Buyerextent authorized by such Transferor, his may require the Other Stockholders and any other Investor Stockholders to participate in such Transfer and sell or her transfer all the Shares issued under held by such Stockholders in the Plan that manner and on the same terms and conditions as such Transferor (the "Drag-Along Right"). (b) No later than ten (10) days prior to the consummation of the Transfer, the Transferor shall delivery a written notice to the Other Stockholders (and any other Investor Stockholder) specifying the names and address of the proposed parties to such Transfer and the terms and conditions thereof. In the event such written notice is given, any warrants and options held by each Stockholder which are then presently held by such Holder exercisable (or that will be issued become exercisable as a result of the transaction that is the subject of the notice), shall be exercised by the Stockholders for Common Stock, which Common Stock shall also be subject to the Drag-Along Right, and such options and warrants to the extent not then exercisable (or to the extent such options and warrants would not become exercisable as a result of such transaction) shall automatically be cancelled. The closing of the Transfer shall be held at such time and place as the Transferor or the Transferee shall reasonable specify. Prior to or at such closing, each Stockholder shall deliver stock certificates representing the Shares, duly endorsed for transfer, and each such Stockholder shall represent and warrant that (i) such Stockholder is the record and beneficial owner of such Shares and (ii) such Shares are being transferred free and clear of any liens, charges, claims or encumbrances (other than restrictions imposed pursuant to applicable Federal and state securities laws and this Agreement). Each Stockholder agrees to take all actions necessary and desirable in connection with the consummation of the Transfer, including without limitation, the waiver of all appraisal rights available to any such transaction on substantially the same terms Stockholder under applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion law, and shall make such additional representations and warranties as shall be customary in transactions 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) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 10.2a similar nature.

Drag Along Right. In the event that each of (i) the holders of a majority of the shares of Common Stock and Preferred Stock, voting together as a single class on an “as-converted” basis, and (ii) a majority of the Board of Directors approve a Liquidation Event or Deemed Liquidity Event (as such terms are defined in the Company’s voting capital stock Third Amended & Restated Certificate of Incorporation, such Liquidation Event, a “Drag Along Sale”), then outstanding each Stockholder hereby agrees to vote (the “Majority Shareholders”in person, by proxy or by action by written consent, as applicable) determine to sell or otherwise dispose all shares of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate now or hereafter directly or indirectly owned of the Company record or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held beneficially by such Holder or that will be issued as a result of any Stockholder in favor of, and adopt, such transaction on substantially the same terms applicable Drag Along Sale and 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) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any the Drag Along Sale proposed as shall reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this Section 10.22.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to participate in a Drag Along Sale pursuant to this Section shall not apply to a Liquidation Event, where the other party involved in such transaction is an affiliate or stockholder holding more than ten percent (10%) of the voting power of the Company. Notwithstanding the foregoing, to the extent the Investors would receive less than two times (2x) the Original Issue Price (as defined in the Restated Certificate of Incorporation) for each share of Series B Preferred Stock held by each Investor in connection with such Liquidation Event, then the approval of the Stockholders required above shall also require the approval of Investors holding at least sixty percent (60%) of the outstanding shares of Series B Preferred Stock, voting as a separate class.