Common use of Drag Along Right Clause in Contracts

Drag Along Right. 5.1. If at any time after the date hereof, the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company requesting them to do so, all of the other shareholders of the Company (the “Dissenting Shareholders”) shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity.

Drag Along Right. 5.1. If at any time after the date hereof, third anniversary of the holders of more than fifty percent Closing Date (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basisdefined in the Share Purchase Agreement), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) Majority Holders approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company Majority Holders requesting them to do so, all existing shareholders (including the Founder and any holder of the other shareholders of the Company (the “Dissenting Shareholders”) Class A Ordinary Shares), directly and indirectly, shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) shares directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum Memorandum and articles Articles of association Association of the Company; provided, however, any of the Dissenting Shareholders existing shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) shares directly or indirectly held by it them in favor of such proposed Acquisition, but in any such event, the existing shareholders who elect not to vote in favor of such Dissenting Shareholders proposed Acquisition, shall be obliged to purchase all the Class A Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all other holders of the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor shares of such proposed Acquisitionthe Company, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity.

Drag Along Right. 5.1. (a) If at either of the Founders or any time after of the date hereof, Investors (the holders "Proposing Stockholder(s)") propose(s) to make a bona fide sale of more than fifty percent (50%) all of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares their shares of the Company requesting them held by the Proposing Stockholder(s) to do soa non-affiliated party (the "Proposed Transferee"), pursuant to any sale or other disposition of such shares, including, without limitation, a stock sale, merger, recapitalization, consolidation, reorganization, restructuring or similar transaction or series of transactions that has been approved by at least seven of nine members of the Board at a meeting duly called and held for such purpose (an "Exit Transaction"), then the Proposing Stockholder(s) shall have the right (a "Drag-Along Right"), exercisable upon 30 days' prior written notice to the other Stockholders, to require the other Stockholders to sell all of the other shareholders their shares of the Company (and, at the “Dissenting Shareholders”) shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association election of the Company; providedProposing Stockholder(s), however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged options to purchase all or any other award or right to receive or acquire shares of Common Stock (whether vested or unvested) issued pursuant to employment agreements, management agreements of otherwise ("Options"), to the Ordinary Shares and/or all the Preferred Shares (Proposed Transferee on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions and at the same price as offered by the prospective purchaser Stockholders exercising the Drag-Along Right. In the case of Series A Preferred or the Options, the purchase price of each share of Series A Preferred and Option shall be equal to the purchase price attributable to the number of shares of Common Stock issuable upon conversion of such Series A Preferred or exercise of such Option less, in the case of the proposed AcquisitionOption, the exercise price thereof. 5.2. For purposes (b) Each Stockholder selling shares of this Section 5the Company in an Exit Transaction (a "Drag-Along Seller"), an “Acquisition” shall mean (i) agrees to cooperate in consummating the Exit Transaction, including, without limitation, by becoming a saleparty to the sale agreement and all other appropriate related agreements, leasedelivering at the consummation of the Exit Transaction, transfer stock certificates and other instruments for such shares of Common Stock, Series A Preferred or other disposition Options duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or substantially consenting in favor of such Exit Transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The Proposing Stockholders shall be responsible for all of the assets expenses of the CompanyExit Transaction incurred by the Proposing Stockholder(s) and the Drag Along Sellers (including the reasonable fees and disbursements of one separate counsel for the Drag Along Sellers, (ii) as a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entitygroup).

Drag Along Right. 5.1. If at any time after In the date hereof, event that: (a) the holders of more than fifty percent (50%) of the then outstanding shares of the Series E A Preferred Shares (the “Drag-along Series A Preferred Holders”), voting together as a single separate class and on an as-converted to Ordinary Shares basis, vote in favor of a Sale Transaction (as defined below), ; and (b) the holders of more than fifty percent (50%) of Series D Preferred the then outstanding shares of Ordinary Shares (the “Drag-along Ordinary Holders,” together with the Drag-along Series A Preferred Holders, the “Drag-along Holders”), voting together as a single class and on an as-converted basis)separate class, the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve vote in favor of a proposed Acquisition Sale Transaction; then each Shareholder hereby agrees with respect to all shares that it holds and any other shares over which it otherwise exercises dispositive power: (as defined below)i) (x) if the matter is to be brought to a vote at a shareholder meeting, then, in after receiving proper notice of any such event, upon written notice from any such holders meeting of Preferred Shares of the Company requesting them to do so, all of the other shareholders of the Company to vote on the approval of a Sale Transaction, to be present, in person or by proxy, as a holder of shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and; (the “Dissenting Shareholders”y) shall to vote (iin person, by proxy or by action by written consent, as applicable) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them shares in favor of such proposed Acquisition Sale Transaction and in opposition of any proposal and all other proposals that could reasonably be expected to delay or impair the consummation ability of any the Company to consummate such proposed Acquisition; Sale Transaction; (ii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Transaction; (iii) to execute and deliver all related documentation and take such other action in support of the Sale Transaction as shall reasonably be requested by the Company; and (iv) not to deposit, and to cause its affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Shareholder or affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such shares of capital stock, unless specifically requested to do so by the acquirer in connection with such a Sale Transaction. (c) Notwithstanding Sections 4.1(a) and (b) above, in the event that Alibaba does not vote in favor of any Sale Transaction, then Alibaba (i) shall have the right to purchase on a pro rata basis from the Drag-along Holders all (but not less than all) of the lesser of (1) the total number of Shares that the purchaser proposed Acquisitionto purchase in the Sale Transaction and (2) the total number of Shares then held by the Drag-along Holders, (ii) shall have the option, in its sole discretion, to purchase on a pro rata basis from the remaining Shareholders any additional Shares that the purchaser proposed to purchase in the Sale Transaction but that are not subject to subsection (c)(i) above; and (iii) take all actions reasonably necessary to consummate shall have the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged right to purchase all or any portion of any remaining Shares, subject to the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor written agreement of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser each of the proposed AcquisitionShareholders thereof. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity.

Drag Along Right. 5.1. If (a) In the event that at any time after prior to the date hereofon which the Common Stock is Actively Publicly Traded, the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company requesting them to do so, all of the other shareholders of the Company (the “Dissenting Shareholders”) shall (i) voteOdyssey, Koch, PF Telecom or Cisco, or give their written consent with respect toany Odyssey Holder, all Koch Holder, PF Texxxxx Xxlder or Cisco Holder designated in writing xx Odyssey, Koch, PF Telecom or Cisco, as the Ordinary Shares and/or all case may be, proposes to initiate x Xxxxxxy Sale pursuant to the Preferred Shares (on an as-converted basis) directly Company Sale Right contained in Section 15 hereof or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) there is a sale, lease, transfer transfer, conveyance or other disposition (including, without limitation, any merger or consolidation), in a single transaction, of all or substantially all of the equity interests or assets of the Company and its Subsidiaries taken as a whole, which is approved by the Board pursuant to Section 4 hereof, the applicable Stockholder, in the case of a transaction pursuant to clause (i) hereof, or the Company, in the case of a transaction pursuant to clause (ii) hereof (each, a transfer or an exclusive licensing "DRAG-ALONG INITIATOR"), may require (a "DRAG-ALONG RIGHT") all Stockholders and all First Union Holders (collectively, "DRAG-ALONG HOLDERS") to participate in such transaction in accordance with the terms of all or substantially all this Section 9 (any transaction involving the exercise of such Drag-Along Right shall be referred to as a "DRAG-ALONG SALE"); PROVIDED, that the approval of the intellectual property holders of the Companyeach series of Senior Preferred Stock (each voting as a separate class) shall be required for any Drag-Along Sale that, (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) if structured as a merger, consolidation or other business combination would have required the approval of such holders pursuant to Section 6(f) of the Company with or into any other business entity applicable Certificate of Designations as in which effect on the shareholders date hereof. The Drag-Along Initiator shall provide the Stockholders and the First Union Holders written notice (a "DRAG-ALONG NOTICE") of such Drag-Along Sale and the material terms thereof not less than 25 days prior to the proposed date of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority Drag-Along Sale (the "DRAG-ALONG SALE DATE") and each of the voting power Drag-Along Holders hereby agrees to sell to such Proposed Purchaser all Securities, First Union Securities, Options or Convertible Securities held by such Drag-Along Holder. No Drag-Along Holder shall exercise any dissenter's rights with respect to the consummation of any such Drag-Along Sale. (b) On the Drag-Along Sale Date, each Drag-Along Holder shall deliver a certificate or certificates for its Securities, First Union Securities, Options or Convertible Securities, duly endorsed for transfer with signatures guaranteed, to such Proposed Purchaser in the manner and at the address indicated in the Drag-Along Notice against delivery of the outstanding share capital of the surviving business entity.purchase price for such Securities, First Union

Drag Along Right. 5.1. If at any time after the date hereof, third (3rd) anniversary of the holders of more than fifty percent Closing Date (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basisdefined in the Share Purchase Agreement), the holders of more than fifty percent two thirds (50%2/3) of the aggregate number of Series D A-2 Preferred Shares (and Series A-3 Preferred Shares, voting together as a single class and on an as-converted basis)class, the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), and the implied per share price in such Acquisition is no less than five (5) times the Preferred Share Issue Price (as defined below), as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein, then, in any such event, upon written notice from any such holders of Preferred Shares of the Company requesting them to do so, all the holders of the other shareholders of the Company (the “Dissenting Shareholders”) Ordinary Shares, directly or indirectly, shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum Memorandum and articles Articles of association Association of the Company; provided, however, any the holders of the Dissenting Shareholders Ordinary Shares may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it them in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders the holders of Ordinary Shares shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the holders of Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed AcquisitionShares, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity.

Drag Along Right. 5.1. If at any time after A. In the date hereofevent that the General Partner and Gables Trust, with respect to the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as a single class Partnership, or the Parent and on an as-converted basis)its Affiliates, the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis)with respect to Gables Trust, the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company requesting them propose to do so, all of the other shareholders of the Company (the “Dissenting Shareholders”) shall (i) voteengage in a sale, transfer, merger or give other disposition of a majority of their written consent Class B Common Units in the Partnership or of a majority of their shares of common stock in Gables Trust, as the case may be (other than in connection with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basisinitial syndication to equity investors of interests in Parent occurring at any time) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or engage in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the CompanyPartnership or Gables Trust (each of (i) and (ii) being referred to as a “Drag-Along Sale” and in each case to a Person other than an Affiliate of the General Partner), then the General Partner, Gables Trust, Parent, and their Affiliates, as the case may be, may require all, but not less than all, holders of Class A Common Units to participate in such Drag-Along Sale by selling or transferring all, but not less than all, of their Class A Common Units and/or voting their Class A Common Units in favor of such Drag-Along Sale. B. At least 30 days prior to the proposed date of any Drag-Along Sale, the General Partner shall provide each Limited Partner written notice, which notice shall set forth: (i) the name of the proposed transferee in the Drag-Along Sale, (ii) a transfer or an exclusive licensing the proposed amount of all or substantially all consideration to be delivered in respect of the intellectual property securities or assets included in the Drag-Along Sale and the terms and conditions of payment offered by the Companyproposed transferee (which consideration, terms and conditions shall be the same on a per-unit basis as given to the General Partner, Gables Trust, Parent, and their Affiliates, as the case may be, except that such consideration shall be subject to reduction pursuant to Section 8.8) and (iii) a salestatement that the General Partner, Gables Trust, Parent, and their Affiliates, as the case may be, intend to exercise their rights under this Section 8.7. Upon receipt of such notice, each holder of Class A Common Units shall become obligated to sell, transfer or other disposition dispose of a majority his Class A Common Units pursuant to the terms of, or vote his Class A Common Units in favor of, such Drag-Along Sale. At the closing of the issued Drag-Along Sale, each holder of Class A Common Units shall deliver certificates for all Class A Common Units to be sold by such holder and outstanding share capital a limited power of attorney authorizing the transfer of such Class A Common Units on the terms set forth in the notice; provided, that if a Limited Partner does not deliver such certificate or certificates or limited power of attorney, the certificate or certificates held by such Limited Partner shall automatically be cancelled and represent solely the right to the consideration received per unit (subject to Section 8.8) and subject to the same obligations as the other Limited Partners, including with respect to any indemnification of the Company or a majority purchaser. C. In furtherance of this Section 8.7, each Limited Partner hereby appoints the voting General Partner, with full power of substitution, as its true and lawful proxy and attorney-in-fact to vote any and all Class A Common Units held by such Limited Partner in accordance with the Company; or (iv) a mergerprovisions of this Section 8.7. D. If the right to cause the holders of Class A Common Units pursuant to this Section 8.7 is exercised, consolidation or other business combination Section 8.6 shall be inapplicable and the provisions of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entitythis Section 8.7 shall control.

Drag Along Right. 5.1. If at any time after In the date hereof, event the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company requesting them to do so, all of the other shareholders of the Company (the “Dissenting Shareholders”) shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association majority of the Company; provided, however, any of 's equity securities then outstanding (the Dissenting Shareholders may elect not "MAJORITY SHAREHOLDERS") determine to vote sell or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition otherwise dispose of all or substantially all of the assets of the Company, (ii) a transfer Company or an exclusive licensing of all or substantially all fifty percent (50%) or more of the intellectual property capital stock of the Company in each case in a transaction constituting a change in control of the Company, (iiito any non-Affiliate(s) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority any of the voting power of Majority Shareholders, or to cause the Company; Company to merge with or (ivinto or consolidate with any non-Affiliate(s) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after Majority Shareholders (in each case, the "BUYER") in a BONA FIDE negotiated transaction (a "SALE"), the Optionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of a Majority Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of such merger, consolidation Optionee's or business combination hold shares representing less than his or her Permitted Transferee's Issued Shares that presently or as a majority 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 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 power such Issued Shares in favor of any Sale proposed by the outstanding share capital 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 the surviving business entitythis Section 10.

Drag Along Right. 5.1. If (a) In the event that (i) Sonera or any of its Permitted Affiliate Transferees disposes of any Purchased Shares (or any of the Aerial Shares for which such Purchased Shares may be exchanged) or issues a Derivative, and (ii) at any time after thereafter the date hereofAggregate Converted Percentage is less than 7.9%, then either TDS or Aerial shall have the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as right, if it enters into a single class and on an as-converted basis)binding agreement to consummate a Disposition Transaction, the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company requesting them to do sorequire Sonera, all of its Permitted Affiliate Transferees, any Third Party Transferee, and the other shareholders holder of any Derivative, to sell all but not less than all of the Company (AOC Shares, and the “Dissenting Shareholders”) shall (i) voteDerivative, or give their written consent as the case may be, such sale to occur concurrently with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of the Disposition Transaction, at the same price per share (assuming any such proposed Acquisition; (iiAOC Shares are converted to Aerial Shares) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under substantially the same terms and conditions as offered are obtained by TDS or Aerial, as the prospective purchaser case may be, in such Disposition Transaction. (b) In the event the right provided in this Section 10.5 is exercised, each Sonera Holder, each Third Party Transferee, and each holder of a Derivative shall take all reasonable steps necessary to enable such Person to comply with the provisions of this Section 10.5, including executing and performing a purchase and sale, merger or other agreement on substantially the same terms as TDS or Aerial, as the case may be. TDS and Aerial, on the one hand, and Sonera, on the other hand, each agree to make full disclosure to the other concerning the details of any relationship or dealings it may have with the other party to the proposed Disposition Transaction. Each of TDS and Aerial, as the case may be, agrees to keep Sonera advised in writing of, and consult on a timely basis with Sonera concerning, any proposed Disposition Transaction with respect to which it has exercised the right provided in this Section 10.5. (c) The right provided by this Section 10.5 shall be exercised by giving a written notice of such exercise to each Sonera Holder, each Third Party Transferee, and each holder of a Derivative, setting forth in reasonable detail the identity of the parties to the proposed Disposition Transaction, the proposed purchase price, the terms of payment and the other material terms of the proposed Acquisition. 5.2Disposition Transaction. For purposes of this Section 5Each Sonera Holder, an “Acquisition” shall mean (i) a saleeach Third Party Transferee, lease, transfer or other disposition of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition and each holder of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or Derivative shall thereafter be obligated to sell to such third party all (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing but not less than a majority all) of its AOC Shares and the voting power of Derivative, as the outstanding share capital of the surviving business entitycase may be.

Drag Along Right. 5.1. If at At any time after the date hereof, third anniversary of the holders of more than fifty percent Closing Date (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basisdefined in the Share Purchase Agreement), if the holders of more than fifty percent (50%) of Series D Majority Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) Holders and the holders of more than fifty percent (50%) a majority of Series A Preferred the issued, outstanding Ordinary Shares (voting together as a single class and on an as-converted basis) the “Dragging Shareholders”), approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company Dragging Shareholders requesting them to do so, all of the other shareholders of the Company (the “Dissenting Shareholders”) shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum Memorandum and articles Articles of association Association of the Company; provided, however, any the other shareholders of the Dissenting Shareholders Company may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it them in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders other shareholders of the Company shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed AcquisitionDragging Shareholders, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued and issued, outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity. 5.3. The provisions under this Section 5 shall be terminated upon the occurrence of a Qualified Initial Public Offering.

Drag Along Right. 5.1. If at any time after the date hereofthird (3rd) anniversary of the Closing Date (as defined in the Series D-2 Share Purchase Agreement), with the approval of (i) the holders of more than fifty percent shares carrying at least a majority of the voting power of the then outstanding Series D Preferred Shares, (50%ii) of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) shares carrying at least a majority of the voting power of the then outstanding Series D C+ Preferred Shares and Series C-4 Preferred Shares, (voting together as a single class and on an as-converted basis), iii) the holders of more than seventy-five percent (75%) shares carrying at least a majority of the voting power of the then outstanding Series C Preferred Shares Shares, (voting together as a single class and on an as-converted basis), iv) the holders of more than fifty percent at least a majority of the then outstanding Series B-2 Preferred Shares, (50%v) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) shares carrying at least a majority of the voting power of the then outstanding Series A Preferred Shares and Series B-1 Preferred Shares, and (vi) the holders of shares carrying at least a majority of the voting together as a single class power of the then outstanding Ordinary Shares (excluding Ordinary Shares held by Dreamsome and on an asChina Best and Ordinary Shares issued under the Company’s employee share option plans) (collectively “Drag-converted basisAlong Requestors”) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from such any such holders of Preferred Shares of the Company Drag-Along Requestor requesting them to do so, all each holder of the other shareholders of Shares and the Company (the “Dissenting Shareholders”) Founders shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) if such proposed Acquisition is a sale of Shares of the Company, to sell the same proportion of Shares of the Company held by such holder as is being sold by the Drag-Along Requestors to the person(s) to whom the Drag-Along Requestors propose to sell their Shares, and on the same terms and conditions as the Drag-Along Requestor(s); and (iv) execute and deliver all documentation and take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum Memorandum and articles Articles of association Association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity.

Drag Along Right. 5.16.6.1. If at any time after Subject to Sections 5.2.3.2, 5.2.4.2 and 5.2.5.1, if the date hereof, the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventyMembers holding fifty-five percent (7555%) of Series C Preferred Shares the voting Interests (voting together on an as converted to Common Interests basis) (the “Drag-along Holders”) approve a single class Capital Transaction with a Person who is not an Affiliate of any Member or the Company and on an asbona fide, arm’s length terms (a “Drag-converted basisalong Sale”), the Drag-along Holders may, by written agreement, require all but not less than all of the other Members to participate in such Drag-along Sale. For the avoidance of doubt, a Drag-along Sale approved pursuant to this Section 6.6 shall not be subject to Section 6.2, Section 6.3, Section 6.5 or Section 6.7 of this Agreement. Not later than thirty (30) days prior to the proposed date of the Drag-along Sale, the Drag-along Holders shall provide written notice of the Drag-along Sale to the Members (“Drag-along Notice”). The Drag-along Notice shall identify the transferee, the Interests subject to the Drag-along Sale, the total consideration per Interest (on an as converted to Common Interests basis) for which a transfer is proposed to be made (the “Drag-along Sale Price”) and all other material terms and conditions of the Drag-along Sale. Each Member shall be required to participate in, vote in favor of, and Transfer their Interests pursuant to, and otherwise to execute and deliver such documents as may be reasonably requested by the transferee or acquirer in connection with any Drag-along Sale, including, without limitation, written consents of the Members, proxies, letters of transmittal, purchase agreements, and assignments of membership interests, on the terms and conditions set forth in the Drag-along Notice and to tender all Interests (the “Drag-along Interests”) owned by such Members at the time the Drag-along Notice is delivered; provided that this Section 6.6 shall only apply to a Drag-along Sale to the extent that: (i) in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to a Member and not the Company, each Member shall only be required to make comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself, (ii) all indemnification obligations with respect to the Company that are required by such Drag-along Sale shall be on a pro rata basis based on the consideration received by the Members; (iii) in no event shall any such indemnification obligations exceed the proceeds received by a Member pursuant to such Drag-along Sale, (iv) the Lead Series A Investor and the Lead Series B Investor shall not be required to enter into any non-compete, non-solicitation or other similar type of arrangement in connection with such Drag-along Sale, (v) no Member is liable for the breach of any representation, warranty or covenant made by any other Person in connection with the Drag-along Sale, other than the Company (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 Member of any identical representations, warranties and covenants provided by all Members), (vi) each holder of each class or series of the Company’s Interests will receive the same form of consideration for their Interests of such class or series as is received by other holders in respect of their Interests of such same class or series, (vii) subject to clause (x) below, each holder of a series of Preferred Interests will receive the same amount of consideration per Interest of such series of Preferred Interests as is received by other holders in respect of their Interests of such same series, (viii) subject to clause (x) below, each holder of Common Interests will receive the same amount of consideration per Common Interest as is received by other holders in respect of their Common Interests, (ix) the aggregate consideration receivable by all holders of more than fifty percent (50%) Preferred Interests and Common Interests shall be allocated among the holders of Series B Preferred Shares (voting together as a single class Interests and Common Interests on an as-converted basis) the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Interests and the holders of more than fifty percent Common Interests are entitled in a Deemed Liquidation Event (50%assuming for this purpose that the Drag-along Sale is a Deemed Liquidation Event) in accordance with this Agreement as in effect immediately prior to the Drag-along Sale, and (x) if any holders of Series A Preferred Shares (voting together Interests are given an option as to the form and amount of consideration to be received as a single class and on an asresult of the Drag-converted basis) approve of a proposed Acquisition (as defined below)along Sale, then, in any such event, upon written notice from any such all holders of Preferred Shares Interests will be given the same option. If the Drag-along Sale is not completed within ninety (90) days after the date of the Company requesting them to do soDrag-along Notice, the Drag-along Sale shall terminate, and all of the other shareholders of the Company (the “Dissenting Shareholders”) shall (i) vote, restrictions on Transfer contained in this Agreement or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of otherwise applicable at such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to Drag-along Interests owned by the Members shall again be in effect. 6.6.2. Each Member, does hereby, or by execution of a joinder or other agreement binding such Member to the terms hereof does thereby, irrevocably constitute and appoint each Officer authorized to act in connection with such proposed Acquisition; capacity by the Board, as his, her or its true and (iii) take lawful attorney-in-fact, in such Member’s name, place and stead to execute, acknowledge, swear to, verify, deliver, file and publish, if necessary, all actions reasonably instruments necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect effect a Drag-along Sale approved pursuant to, all and consummated in strict compliance with, this Section 6.6. The power of attorney granted by this Section 6.6.2 shall be deemed coupled with an interest and shall survive the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly death or indirectly held by it in favor disability of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all Member or the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote assignment or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all any part of the assets Interests held by such Member until the transferee or assignee shall have executed such instruments as the Board or Officers shall reasonably deem to be necessary to bind such transferee or assignee under the terms of this Agreement, as it may hereafter be amended, and containing the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition grant of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; attorney by such transferee or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity assignee as contained in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entitythis Section 6.6.2.

Drag Along Right. 5.1. If at 11.8.1 Subject to Clauses 11.1 and 11.5 and without prejudice to the non-exercise of the right under Clause 11.5 by TTSL or TSL or non-acceptance by the Investor or without prejudice to the non-exercise of the Tag Along Right by the Tag Along Shareholders, if the Investor, in one transaction or in a series of related transactions, is desirous of Transferring all of its Securities that together constitute a majority of all Shares to any time after the date hereof, the holders of more than fifty percent Third Party that it proposes to accept (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below“Drag Along Sale”), then, in any such event, upon the Investor shall issue a written notice from any such holders of Preferred Shares of the Company requesting them to do so, all of the other shareholders of the Company (the “Dissenting Drag Along Notice”) to TTSL and TSL and MSIIPL, SMIT and IDFCPE III of such proposed Transfer of Securities at least sixty (60) Business Days prior to the proposed Transfer. 11.8.2 The Drag Along Notice shall state the following: (a) the number of Securities the Investor owns (on a Fully Diluted Basis) prior to the proposed Transfer; (b) the number of Securities proposed to be Transferred by the Investor; (c) the proposed consideration, amount and form of consideration, subject to Clause 11.8.4; (d) the manner and time of payment of the consideration; (e) the proposed date of consummation of the proposed Transfer; (f) to the extent possible, the identity of the Third Party; (g) the key terms and conditions on which the agreement(s) are being entered into by the Investor with such Third Party; (h) the rights that are proposed to be granted/transferred to such Third Party; (i) a representation that the Third Party stated herein the Drag Along Notice has been informed of the Drag Along Right; and (j) a representation that no consideration other than that set out in the Drag Along Notice is being provided to the Investor. 11.8.3 The Investor shall have the right, after delivering the Drag Along Notice in accordance with 11.8.1 and subject to compliance with 11.9, to require that each of TTSL and TSL and MSIIPL, SMIT and IDFCPE III (the “Drag Along Shareholders”) to participate in such Drag Along Sale at the same price and on the same terms and conditions (subject to Clause 11.8.4) as offered by the Third Party to the Investor (the “Drag Along Right”), such that the entire remaining Shareholding (and not less than the entire remaining Shareholding) of the Drag Along Shareholders shall be sold to the Third Party. 11.8.4 In the event the Drag Along Notice is issued prior to the expiry of the Second Call Period, the consideration payable to the Drag Along Shareholders by the Third Party for each Share held by the Drag Along Shareholder shall be the higher of: (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all per Share price offered by the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition Third Party to the Investor; and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights the Call Option Price. In the event the Drag Along Notice is issued after the expiry of appraisal under applicable law at any time with respect the Second Call Period, the consideration payable to or in connection with such proposed Acquisitionthe Drag Along Shareholders by the Third Party shall be the higher of: (i) the price offered by the Third Party to the Investor; and (iiiii) the product of the Shares held by Shareholder and the Per Share Fair Market Value. Provided that the Investor shall not receive any amount in addition to the per share price payable by the Third Party to the Investor and the Drag Along Shareholders. 11.8.5 The Drag Along Shareholder will not be required to provide any representations, covenants or undertakings, grant any indemnifications, or incur any obligations to the Third Party other than providing basic representations and warranties on title and due authority and capacity to hold and Transfer its Shares and reasonable indemnifications supporting such representations and warranties. 11.8.6 Subject to Clause 11.8.5, each Drag Along Shareholders shall take all actions as may be reasonably necessary to consummate the proposed AcquisitionTransfer, including, without limitation, entering into agreements and delivering certificates and instruments (including without limitation amending stock certificates evidencing the then existing memorandum applicable Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank), in each case, consistent with the agreements being entered into and articles the certificates and instruments being delivered by the Investor. 11.8.7 The fees and expenses of association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent incurred in connection with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders a Drag Along Sale shall be obliged to purchase all borne by each selling Shareholder on a pro rata basis, based on the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held aggregate consideration received by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of each such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed AcquisitionShareholder. 5.2. For purposes 11.8.8 Any sale and purchase of Securities contemplated in this Section 5, an “Acquisition” Clause 11.8 shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company be completed in accordance with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entityClause 11.9 below.