Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. (a) If one or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If Subject to Section 5.4, if one or more Class B Stockholders (the “Controlling Drag-Along Sellers”) propose to sell, other than to a Permitted Holder or in a Market Sale, all of their Shares, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), then, if requested by the Drag-Along Sellers, each other Class B Stockholder (each, a “Selling Stockholder”) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares all of the Controlling StockholderShares held by it in such transaction (the “Drag Transaction”). (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights Sellers shall deliver a provide written notice (the “Drag-Along Notice”) to each Selling Stockholder of any proposed Drag Transaction as soon as practicable following their compliance with Sections 5.2(a) and 5.4 and their exercise of the Participant rights provided in Section 5.6(a). The Drag Along Notice shall set forth the consideration to be paid by the purchaser for the Shares, the identity of the purchaser and the Company setting forth the material terms of the Sale Transaction (including the proposed closing date for the Sale Drag Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling consideration to be received by a Selling Stockholder shall have one hundred twenty be the same form and amount of consideration per Share to be received by the Drag-Along Sellers, and, subject to Section 5.6(d), the terms and conditions of such sale shall be the same as those upon which the Drag-Along Sellers sell their Shares. (120d) days In connection with the Drag Transaction, each Selling Stockholder will agree to make or agree to the same customary representations, covenants, indemnities and agreements as the Drag-Along Sellers so long as they are made severally and not jointly and, among any Persons liable for a particular liability, such liability is borne by such Persons on a pro rata basis based on the consideration received by each such Person; provided that (i) any general indemnity given by the Drag-Along Sellers or Selling Stockholders not specific to any of them shall be shared by each of the Drag-Along Sellers and Selling Stockholders, in the case of the Selling Stockholders on a several basis according to the consideration received by such Selling Stockholder and not in excess of such Selling Stockholder’s net proceeds from the date sale, (ii) 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 Class B Stockholder be obligated to agree to any non-competition covenant or other similar agreement as a condition of participating in such sale. (e) The fees and expenses incurred in connection with a sale under this Section 5.6 and for the notice described in subsection 3.4(b) abovebenefit of all Class B Stockholders (it being understood that costs incurred by or on behalf of a Class B Stockholder for his, her or its sole benefit will not be considered to be for the benefit of all Class B Stockholders), to consummate any Sale Transaction and, promptly after such consummationthe extent not paid or reimbursed by the transferee or acquiring Person, shall notify be borne by the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after Drag-Along Sellers, unless the closing of such sale occurs, in which case they shall be shared by all the Sale Transaction. If any Sale Transaction is not consummated prior Class B Stockholders on a pro rata basis, based on the consideration received by each Class B Stockholder in respect of its Shares. (f) Each Selling Stockholder shall deliver to the expiration applicable transferee, upon the consummation of the one-hundred twenty (120) day period referred to in this SectionDrag Transaction, the Controlling Shares to be transferred by such Selling Stockholder may by book-entry transfer or other similar means, if such Shares are not thereafter consummate certificated, or, if such Shares are certificated, certificates representing such Shares duly endorsed for transfer or accompanied by stock powers duly executed, in either case executed in blank or in favor of the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to applicable transferee against payment of the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionaggregate purchase price therefor by wire transfer of immediately available funds.

Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) If one or more Stockholders the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the “Controlling Stockholder”same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) wishes of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, their shares pursuant to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Rights”)Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. If the Controlling Stockholder exercises its In addition, no Drag-Along Rights, Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the Participant consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires participate in any escrow relating to exercise its such Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms Transaction in excess of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4Drag-Along Shareholder's Pro Rata Portion. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one If, at any time, any of the Institutional Investors determines to transfer in a bona fide arm's length sale Common Stock and Common Stock Equivalents owned by such Institutional Investor to any person or more Stockholders persons who are not Affiliates of such Institutional Holder (the “Controlling Stockholder”"Proposed Transferee") wishes and such transfer would trigger the drag-along rights provided under Section 9.5 of the LLC Agreement and/or the provisions of the Stockholders Agreement, such Institutional Investor(s) shall have the right (the "Drag Along Right"), subject to applicable law and compliance with any other restrictions applicable to such transfer, to require the Stockholder to sell, pursuant to this Section 3.4, to the Proposed Transferee, on the same terms and conditions as applicable to such Institutional Investor except as limited in Section 3.4(b), that same portion of the Common Stock, Shares, Option Shares and Common Stock Equivalents then held by the Stockholder as the other Company Stockholders subject to the drag-along rights set forth in Section 9.5 of the LLC Agreement and/or pursuant to the Stockholders Agreement are obligated to sell all or part of pursuant to such agreements (the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“"Drag-Along Rights”Securities). If ; provided that the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall exercise or conversion price of any Common Stock Equivalents will be required to sell his/her Shares or a portion of his/her Shares at a subtracted from any purchase price per Share and upon the same terms as the shares of the Controlling Stockholderotherwise paid therefor. (b) The Controlling Stockholder who desires To exercise a Drag Along Right, KAT L.P. shall cause the selling Institutional Investor(s) to exercise its Drag-Along Rights shall deliver a notice to give the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business 15 days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents transfer to the Controlling StockholderProposed Transferee, a written notice (the "Drag Along Notice") containing (i) the name and address of the Proposed Transferee and (ii) the proposed purchase price, the Company terms of payment and other material terms and conditions of the Proposed Transferee's offer. The Stockholder shall cause its books thereafter be obligated to sell all the Drag-Along Securities to the Proposed Transferee. The Stockholder shall agree to enter into a purchase agreement in form and records to show that the Shares held substance approved by the Participant have been transferred pursuant Institutional Investor which may contain provisions requiring customary representations as to ownership of the provisions shares to be purchased and the absence of this Section 3.4liens thereon and customary indemnification provisions, including indemnification from the Stockholder. (c) The Controlling Stockholder shall have one hundred twenty (120) days from will not be required to participate in a Drag-Along Right pursuant to this Agreement if its express or contractual liability for representations, warranties and indemnities pursuant to the date of related transaction exceeds the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify proceeds received by the Company and the Participant Stockholder pursuant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactiontransaction.

Drag-Along Rights. (a) If one or more Stockholders Shareholders (the “Controlling StockholderShareholder”) wishes to sell all or part of the capital stock of the Company (or such other capital stock into or for which capital stock of the Company has been converted or exchanged) owned by the Controlling Stockholder Shareholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder Shareholder (a “Sale Transaction”), such Controlling Stockholder Shareholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares Stock at the Controlling StockholderShareholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder Shareholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder Shareholder exercises its Drag-Along Rights, the Participant shall be required to sell his/his or her Shares or a portion of his/his or her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling StockholderShareholder. (b) The Controlling Stockholder Shareholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder Shareholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling StockholderShareholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder Shareholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder Shareholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder Shareholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder Shareholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (ai) If at any time one or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents Holders who together own more than fifty percent (50%) or more of all the outstanding voting power of all classes of capital stock of the Company then outstanding in one transactionCorporation (excluding any shares of capital stock of the Corporation issued or issuable to any director, officer or a series other member of related transactions, management of the Corporation or any of its Subsidiaries pursuant to a third-party who is not an Affiliate of such Controlling Stockholder equity incentive plan) (a “Sale TransactionDragging Holder”), such Controlling Stockholder may, in its sole discretion, require receives a bona fide offer from an unaffiliated third party purchaser to consummate a Sale of the Participant to sell all or the same proportionate amount of Shares Corporation (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (a “Drag-Along RightsSale”). If , the Controlling Stockholder exercises its Dragging Holder shall have the right to require that each other Holder (each, a “Drag-Along RightsHolder”) participate in such transfer in the manner set forth in this Section 4(a). Notwithstanding anything to the contrary in this Agreement, the Participant each Drag-Along Holder shall vote (or cause to be required to sell his/her Shares voted or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares provide consent with respect to) in favor of the Controlling Stockholdertransaction and take all actions to waive any dissenters, appraisal or other similar rights. (bii) The Controlling Stockholder who desires to Dragging Holder shall exercise its rights pursuant to this Section 4(a) by delivering a written notice (the “Drag-Along Rights shall deliver a notice Notice”) to the Participant and the Company setting forth the terms of the Sale Transaction each Drag-Along Holder no later than twenty (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (720) business days prior to the proposed closing date referred of such Drag-Along Sale. The Drag-Along Notice shall make reference to above the Dragging Holder’s rights and obligations hereunder and shall describe in reasonable detail: (A) the number of outstanding shares of capital stock of the Corporation to be sold by the Dragging Holder, if the Drag-Along Sale is structured as a Transfer of capital stock of the Corporation; (B) the identity of the third party purchaser; (C) the proposed date, time and location of the closing of the Drag-Along Sale; (D) the per share purchase price and the other material terms and conditions of the Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and (E) a copy of any form of agreement proposed to be executed in connection therewith to the extent available. (iii) All Holders shall receive the same form and amount of consideration per share, whether cash, securities or otherwise, in connection with a Drag-Along Sale (or, if any Holder is given an option as to the form and amount of consideration to be received, the same option shall be given to all documents other Holders), and certificatesthe terms and conditions of such Transfer shall, correctly endorsed except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Dragging Holder Transfers its shares. Any (A) representations and executedwarranties to be made or provided by a Drag-Along Holder in connection with such Drag-Along Sale shall be limited to representations and warranties related to such Drag-Along Holder’s authority, ownership and the ability to convey title to its shares and, with respect thereto, shall be the same representations and warranties that the Dragging Holder makes or provides with respect to its shares, (B) Drag-Along Holder will not be required to agree to any non-competition, non-solicitation or similar restrictions in connection with such Drag-Along Sale, and (C) covenants, indemnities and agreements made by the Drag-Along Holders shall be the same covenants, indemnities and agreements as the Dragging Holder makes or provides in connection with the Drag-Along Sale, except that with respect to covenants, indemnities and agreements pertaining specifically to the Dragging Holder, the Drag-Along Holder shall make the comparable covenants, indemnities and agreements pertaining specifically to itself, provided, that all representations, warranties, covenants and indemnities shall be made by each Dragging Holder and each Drag-Along Holder severally and not jointly and any indemnification obligation in respect of breaches of representations and warranties shall be borne (A) in the case of representations and warranties made with respect to the Dragging Holders and the Drag-Along Holders, exclusively by the Dragging Holder(s) and the Drag-Along Holder(s) responsible for such breach(es), and (B) in the case of representations and warranties relating to the Corporation, by all of the Dragging Holders and the Drag-Along Holders pro rata based on the consideration received by each Dragging Holder and each Drag-Along Holder, in each case, in an amount not to exceed the aggregate proceeds actually received by each such Dragging Holder and Drag-Along Holder in connection with any Drag-Along Sale. (iv) Each Holder shall take all actions as may be reasonably necessary to close consummate the Sale Transaction. If Drag-Along Sale, including entering into customary agreements and delivering certificates and instruments, in each case consistent with the Participant fails to deliver such documents agreements being entered into and the certificates being delivered by the Dragging Holder and subject to the Controlling Stockholderterms of this Section 4(a). (v) The fees and expenses of the Dragging Holder incurred in connection with a Drag-Along Sale and for the benefit of all Holders (it being understood that costs incurred by or on behalf of a Dragging Holder for its sole benefit will not be considered to be for the benefit of all Holders), to the extent not paid or reimbursed by the Corporation or the third party purchaser, shall be shared by all the Holders on a pro rata basis, based on the aggregate consideration received by each Holder; provided, that no Holder shall be obligated to make or reimburse any out-of-pocket expenditure prior to the consummation of the Drag-Along Sale. (vi) The Dragging Holder shall have one hundred and twenty (120) days following the date of the Drag-Along Notice in which to consummate the Drag-Along Sale, on the terms set forth in the Drag-Along Notice (which such period may be extended for a reasonable time not to exceed an additional one hundred and eighty (180) days to the extent reasonably necessary to obtain any required government approvals). If, at the end of such period, the Company shall cause its books and records Dragging Holder has not completed the Drag-Along Sale, the Dragging Holder may not then effect a transaction subject to show that the Shares held by the Participant have been transferred pursuant to this Section 4(a) without again fully complying with the provisions of this Section 3.44(a). (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one or more Stockholders If, at any time, the Founders jointly propose to transfer all of the Common Shares owned by the Founders in a single transaction to a third party (the “Controlling StockholderProposed Acquiror”) wishes pursuant to sell all or part a Qualified Sale (as defined below), and the Board of the capital stock Directors of the Company owned by has approved such Qualified Sale, the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock Founders may cause to be included in such Qualified Sale all, but not less than all, of the Company then outstanding in one transaction, or Common Shares held by each of the other Shareholders by providing to each such other Shareholder a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder notice (a “Qualified Sale TransactionNotice”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the proposed Qualified Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business 20 days prior to the date proposed closing date referred to above all documents and certificatesfor such Qualified Sale, correctly endorsed and executed, necessary to close stating the Sale Transaction. If identity of the Participant fails to deliver such documents to the Controlling StockholderProposed Acquiror, the Company shall cause its books kind and records amount of consideration proposed to show that be paid for the Common Shares held to be purchased by the Participant have been transferred Proposed Acquiror and the other material terms of such Qualified Sale. For purposes of determining the number of Common Shares outstanding pursuant to the immediately preceding sentence, Common Shares issuable upon the exercise of Warrants, options or other rights to acquire Common Shares, or upon the conversion or exchange of any security outstanding as of the time of delivery of the Qualified Sale Notice, shall not be deemed to be outstanding. In the event the Founders so provide a Qualified Sale Notice with respect to a Qualified Sale, each other Shareholder shall (i) be obligated to transfer all of the Common Shares owned by such Shareholder to the Proposed Acquiror on the terms and conditions set forth in the Qualified Sale Notice and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shareholder’s Common Shares in favor of such Qualified Sale and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Founders or the Proposed Acquiror may reasonably require in order to carry out the terms and provisions of this Section 3.4. (c) The Controlling Stockholder 2(c); provided, however, that such instruments of conveyance and transfer and such purchase agreements, merger agreements, indemnity agreements, escrow agreements and related documents shall have one hundred twenty (120) days from the date not include any representations or warranties of the notice described such Shareholder except such representations and warranties as are ordinarily given by a seller of securities with respect to such seller’s authority to sell, enforceability of agreements against such seller, such seller’s good title in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company securities and the Participant to that effect. The Controlling Stockholder shall also cause good title in such securities to be remitted acquired at closing by the Proposed Acquiror, provided further, however, that any indemnity provision included in any such instrument, agreement or related document shall only indemnify the Proposed Acquiror with respect to the Participant the proceeds attributable to the sale breaches of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If such representations and warranties by such Shareholder, without any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionobligation or liability for contribution.

Drag-Along Rights. (a) If In the event that any one or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part stockholders of the capital stock of Company, individually or in a Group (individually and collectively, as applicable, the Company owned by the Controlling Stockholder that represents fifty percent "Selling Holder") engage in a Change in Control (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, other than any sale to a third-party who is not an Affiliate of such Controlling Stockholder Selling Holder), the Selling Holder shall have the right (a “Sale Transaction”"Drag-Along Right") to require each other Holder ("Other Holder") to participate in such transaction on the same material terms as the Selling Holder by including in such transaction the same percentage of the Shares held by such Other Holder (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows: (a) The Selling Holder shall deliver to the Company a written notice (a "Drag-Along Notice") of the Selling Holder's exercise of its Drag-Along Right in such Controlling Stockholder maytransaction at least 14 days prior to consummating the Change of Control transaction, and the Company shall promptly deliver such Drag-Along Notice to such Other Holder; provided, however, that (i) if 14 days' prior notice is not practicable, the Drag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) such Other Holder shall keep any information regarding the proposed transaction strictly confidential. (b) In the case of Options held by such Other Holder, the purchase price for any Options in connection with the exercise of a Drag-Along Right shall be equal to the purchase price stated in the Drag-Along Notice attributable to the number of Shares issuable upon the exercise of such Option (without regard to whether or not such Options would otherwise be exercisable) less the exercise price thereof. (c) Each Holder shall cooperate in the Change of Control transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request. Each Holder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control. (d) The Selling Holder shall have the right, in its sole discretion, require at all times prior to consummation of the Participant transaction to sell all abandon, rescind, annul, withdraw or otherwise terminate such transaction, and the same proportionate amount Selling Holder shall not have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction. (e) The Stockholder agrees that any holder(s) of Shares (including Restricted Shares at Company capital stock engaging in a Change in Control shall have the Controlling Stockholder’s option, in which case right to enforce the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If Right under this Section 7 against the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required with respect to sell his/her Shares or any Change in Control as if such holder(s) were a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholderparty hereto. (bf) The Controlling Stockholder who desires to exercise its Drag-Along Rights This Section 7 shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days terminate immediately after the closing consummation of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration a Change of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionControl.

Drag-Along Rights. (a) If one or more Subject to Section 3.8(c) hereof, if the Investor Stockholders (collectively, the “Controlling Stockholder”"Drag-Along Transferor") wishes approve a sale of (i) a majority of the outstanding shares of Common Stock on an as converted basis to sell a Bona Fide Purchaser or (ii) all or part substantially all of the capital stock assets of the Company owned to a Bona Fide Purchaser (each an "Approved Sale"), whether by the Controlling Stockholder that represents fifty percent (50%) or more way of all the voting power of all classes merger, consolidation, sale of stock 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 Company then outstanding in one transactionor a subsidiary, or a series sale of related transactionsall or substantially all of the assets of the Company or a subsidiary, to each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (B) a third-party who is not sale of a majority of the outstanding shares of Common Stock on an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require as converted basis the Participant Stockholders shall agree to sell all or their respective proportionate percentages of the Common Stock on an as converted basis which are the subject of the Approved Sale, on the same proportionate amount terms and conditions as applicable to the Common Stock of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”)Transferor. If The Stockholders shall take all actions reasonably requested by the Controlling Stockholder exercises its Drag-Drag Along RightsTransferor in connection with the consummation of the Approved Sale, including the Participant execution of all agreements and such instruments and other actions requested by the Drag Along Transferor to provide the representations, warranties, indemnities, covenants, conditions, agreements, escrow agreements and other provisions and agreements relating to such Approved Sale; provided, however, that each participating Stockholder's liability under any such agreement or instrument shall be required limited to his/her/its proportionate percentage of such liability (based on the number of shares of Common Stock on an as converted basis held by such Stockholder which are subject to the Approved Sale) and shall not exceed the proceeds received by such Stockholder. The Stockholders shall be permitted to sell his/her Shares or a portion their Equity Securities pursuant to an Approved Sale without complying with the provisions of his/her Shares at a purchase price per Share Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and upon the same terms as the shares 3.7 of the Controlling Stockholderthis Agreement. (b) The Controlling Stockholder who desires to exercise its If the Company and/or the Drag-Along Rights shall deliver Transferor or their representatives, enter into any negotiation or transaction for which Regulation D under the Securities Act (or any similar rule or regulation then in effect) may be available with respect to such negotiation or transaction (including a notice merger, consolidation or other reorganization), each Stockholder who is not an accredited investor (as such term is defined in Rule 501 under the Securities Act) will, at the request of the Company or the Drag Along Transferor, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Participant Company and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4Drag Along Transferor. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after At the closing of the Sale Transaction. If Approved Sale, each of the Stockholders shall (a) execute any Sale Transaction is not consummated prior documents or instruments reasonably requested by the Bona Fide Purchaser, and (b) deliver to the expiration Bona Fide Purchaser certificates for the Equity Securities, duly endorsed or accompanied by duly executed stock assignments separate from certificate, free and clear of all encumbrances (other than those created pursuant to this Agreement), against delivery by the Bona Fide Purchaser of the one-hundred twenty consideration (120including a certified check for the cash portion of such consideration) day period referred to in for the total sales price of the Equity Securities being sold by such Stockholder. (d) The provisions of this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and Section 3.8 shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionterminate upon consummation of a Qualified Public Offering.

Drag-Along Rights. (a) If one or more Stockholders at any time following the Lock-up Period the Enstar Shareholder (the “Controlling Stockholder”together with its Permitted Transferees) wishes to sell all or part holds no less than 55% of the capital stock outstanding Common Shares of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding and receives a bona fide offer from a Third Party Purchaser to consummate, in one transaction, or a series of related transactions, to a third-party who is not an Affiliate Change of such Controlling Stockholder Control (a “Sale TransactionDrag-along Sale”), such Controlling Stockholder maythe Enstar Shareholder shall have the right to require that each other Shareholder (each, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (a “Drag-Along Rightsalong Shareholder”). If ) participate in such Transfer in the Controlling Stockholder exercises its manner set forth in this Section 3.03, provided, however, that no Drag-Along Rights, the Participant along Shareholder shall be required to sell his/her Shares participate in the Drag-along Sale if the consideration for the Drag-along Sale is other than cash or a portion of his/her Shares at a purchase price per Share and upon registered securities listed on an established U.S. or foreign securities exchange. Notwithstanding anything to the same terms as the shares contrary in this Agreement, each Drag-along Shareholder shall vote in favor of the Controlling Stockholdertransaction and take all actions to waive any dissenters, appraisal or other similar rights. (b) The Controlling Stockholder who desires to Enstar Shareholder shall exercise its rights pursuant to this Section 3.03 by delivering a written notice (the “Drag-Along Rights shall deliver a notice along Notice”) to the Participant Company and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business each Drag-along Shareholder no later than 20 days prior to the proposed closing date referred of such Drag-along Sale. The Drag-along Notice shall make reference to above all documents the Enstar Shareholder’s rights and certificatesobligations hereunder and shall describe in reasonable detail: (i) the number of Common Shares to be sold by the Enstar Shareholder, correctly endorsed if the Drag-along Sale is structured as a Transfer of Common Shares; (ii) the identity of the Third Party Purchaser; (iii) the proposed date, time and executedlocation of the closing of the Drag-along Sale; (iv) the per share purchase price and the other material terms and conditions of the Transfer, necessary including a description of any non-cash consideration in sufficient detail to close permit the Sale Transaction. valuation thereof; and (v) a copy of any form of agreement proposed to be executed in connection therewith. (c) If the Participant fails Drag-along Sale is structured as a Transfer of Common Shares, then, subject to deliver such documents Section 3.03(d), each Drag-along Shareholder shall Transfer the number of shares equal to the Controlling Stockholder, product of (x) the Company shall cause its books and records to show that the number of Common Shares held by such Drag-along Shareholder and (y) a fraction (A) the Participant numerator of which is equal to the number of Common Shares the Enstar Shareholder proposes to sell or transfer in the Drag-along Sale and (B) the denominator of which is equal to the number of Common Shares then held by the Enstar Shareholder. (d) The consideration to be received by a Drag-along Shareholder shall be the same form and amount of consideration per share of Common Shares to be received by the Enstar Shareholder (or, if the Enstar Shareholder is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of such Transfer shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Enstar Shareholder Transfers its Common Shares. Each Drag-along Shareholder shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Enstar Shareholder makes or provides in connection with the Drag-along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Enstar Shareholder, the Drag-along Shareholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Enstar Shareholder and each Drag-along Shareholder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Enstar Shareholder and each Drag-along Shareholder, in each case in an amount not to exceed the aggregate proceeds received by the Enstar Shareholder and each such Drag-along Shareholder in connection with the Drag-along Sale. (e) The fees and expenses of the Enstar Shareholder incurred in connection with a Drag-along Sale and for the benefit of all Shareholders (it being understood that costs incurred by or on behalf of a Enstar Shareholder for its sole benefit will not be considered to be for the benefit of all Shareholders), to the extent not paid or reimbursed by the Company or the Third Party Purchaser, shall be shared by all the Shareholders on a pro rata basis, based on the aggregate consideration received by each Shareholder; provided, that no Shareholder shall be obligated to make or reimburse any out-of-pocket expenditure prior to the consummation of the Drag-along Sale. (f) Each Shareholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Enstar Shareholder. (g) The Enstar Shareholder shall have been transferred pursuant 180 days following the date of the Drag-along Notice in which to consummate the Drag-along Sale, on the terms set forth in the Drag-along Notice (which such 180-day period may be extended for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). If at the end of such period, the Enstar Shareholder has not completed the Drag-along Sale, the Enstar Shareholder may not then effect a transaction subject to this Section 3.03 without again fully complying with the provisions of this Section 3.43.03. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one at any time any stockholder of the ------------------------------ Corporation or group of stockholders owning a majority or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part of the voting capital stock of the Company owned by Corporation proposes to enter into any transaction involving (i) the Controlling Stockholder that represents sale of all or substantially all of the assets of the Corporation; (ii) the sale of more than fifty percent (50%) or more of all the voting power of all classes of outstanding common stock of the Company then outstanding Corporation in one transactiona non-public sale; (iii) any merger, share exchange, consolidation or other reorganization or business combination of the Corporation, if immediately after such transaction either (A) persons who were directors of the Corporation immediately prior to such transaction do not constitute at least a majority of the directors of the surviving entity, or (B) persons who hold a series majority of related transactionsthe voting capital stock of the surviving entity are not persons who held a majority of the voting capital stock of the Corporation immediately prior to such transaction; or (iv) the dissolution or liquidation of the Corporation, the Corporation and/or the transferring stockholders may require the Grantee to a third-party who participate in such transaction by giving the Grantee written notice thereof at least ten (10) days in advance of the date of the transaction or the date that tender is not an Affiliate required, as the case may be. Upon receipt of such Controlling Stockholder (a “Sale Transaction”)notice, such Controlling Stockholder maythe Grantee shall sell, in its sole discretionassign, require the Participant to sell all tender or transfer the same proportionate amount percentage of Shares (including Restricted Shares at shares subject to the Controlling Stockholder’s option, in which case Option as the Shares percentage of the shares of Stock proposed to be sold will become Vested Shares) as sold, assigned, tendered or transferred by the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rightstransferring stockholders collectively, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice and conditions applicable to the Participant transferring stockholders and at a price equal to the difference between the Exercise Price per share under the Option and the Company setting forth price per share of Stock the transferring stockholders will receive pursuant to the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transactiontransaction. If the Participant fails Grantee has options to deliver purchase Stock of the Corporation other than the Option hereunder, and such documents options are subject to terms similar those set forth in this Section 5.1, then the Controlling Stockholder, Grantee's options shall be transferred in the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the order in which they were granted. The provisions of this Section 3.4. (c5.1 shall apply in the event of the Grantee's death, to the Grantee's executor, personal representative or the person(s) The Controlling Stockholder to whom the Option shall have one hundred twenty (120) days from been transferred by will or the date laws of descent and distribution, as though such person is the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionGrantee.

Drag-Along Rights. (a) If one or more Stockholders (After the “Controlling Stockholder”) wishes to sell all or part occurrence of a Standstill Termination Event, if a Stockholder who holds no less than 51% of the capital stock outstanding Common Stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding a “Dragging Stockholder”), receives a bona fide offer from a non-affiliated Third Party Purchaser to consummate, in one transaction, or a series of related transactions, to a third-party who is not an Affiliate Change of such Controlling Stockholder Control (a “Sale TransactionDrag-along Sale”), such Controlling the Dragging Stockholder mayshall have the right to require that each other Stockholder (each, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (a “Drag-Along Rightsalong Stockholder”). If ) participate in such Transfer in the Controlling Stockholder exercises its manner set forth in this Section 14, provided, however, that no Drag-Along Rights, the Participant along Stockholder shall be required to sell his/her Shares participate in the Drag-along Sale if the consideration for the Drag-along Sale is other than cash or a portion of his/her Shares at a purchase price per Share and upon registered securities listed on an established U.S. securities exchange or traded on the same terms as NASDAQ Stock Market. Notwithstanding anything to the shares contrary in this Agreement, each Drag-along Stockholder shall vote in favor of the Controlling Stockholdertransaction and take all actions to waive any dissenters, appraisal or other similar rights. (b) The Controlling Dragging Stockholder who desires to shall exercise its rights pursuant to this Section 14 by delivering a written notice (the “Drag-Along Rights shall deliver a notice along Notice”) to the Participant Company and each Drag-along Stockholder no later than 20 Business Days prior to execution of an agreement to effect a Drag-along Sale. The Drag-along Notice shall make reference to the Dragging Stockholder’s rights and obligations hereunder and shall describe in reasonable detail: (i) the number of shares of Common Stock to be sold by the Dragging Stockholder, if the Drag-along Sale is structured as a Transfer of Common Stock; (ii) the identity of the Third Party Purchaser; (iii) the proposed date, time and location of the closing of the Drag-along Sale; (iv) the per share purchase price and the Company setting forth the other material terms and conditions of the Sale Transaction Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and (including the v) a copy of any form of agreement proposed closing date for the Sale Transaction), and provide all documents required to be executed in connection therewith. (c) If the Drag-along Sale is structured as a Transfer of Common Stock, then, subject to Section 14(d), the Dragging Stockholder and each Drag-along Stockholder shall Transfer the number of shares equal to the product of (x) the aggregate number of shares of Common Stock the Third Party Purchaser proposes to buy as stated in the Drag-along Notice and (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock and Common Stock Equivalents then held by such Dragging Stockholder or Drag-along Stockholder, as the case may be, and (B) the denominator of which is equal to the number of shares of Common Stock and Common Stock Equivalents then held by all of the Stockholders (including, for the avoidance of doubt, the Dragging Stockholder). (d) The consideration to be received by a Drag-along Stockholder shall be the same form and amount of consideration per share of Common Stock to be received by the Participant in order to consummate such Sale Transaction. The Participant shall deliver Dragging Stockholder (or, if the Dragging Stockholder is given an option as to the Controlling form and amount of consideration to be received, the same option shall be given) and the terms and conditions of such Transfer shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Dragging Stockholder at least seven Transfers its Common Stock. Each Drag-along Stockholder shall make or provide the same representations, warranties, covenants, and agreements as the Dragging Stockholder makes or provides in connection with the Drag-along Sale (7) business days prior except that in the case of representations, warranties, covenants, and agreements pertaining specifically to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Dragging Stockholder, the Company Drag-along Stockholder shall cause its books make the comparable representations, warranties, covenants, and records agreements pertaining specifically to show itself); provided, that the Shares held all representations, warranties, covenants and indemnities shall be made by the Participant Dragging Stockholder and each Drag-along Stockholder severally and not jointly and further provided that no Drag-along Stockholder shall be required to provide any indemnification to the Third Party Purchaser other than in respect of actions taken or defaults caused by such Drag-along Stockholder. (e) The fees and expenses of the Dragging Stockholder incurred in connection with a Drag-along Sale shall be paid by the Dragging Stockholder to the extent not paid or reimbursed by the Company or the Third Party Purchaser. (f) Each Drag-along Stockholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Dragging Stockholder. (g) The Dragging Stockholder shall have been transferred pursuant 120 days following the date of the Drag-along Notice in which to consummate the Drag-along Sale, on the terms set forth in the Drag-along Notice (which such 120 day period may be extended for a reasonable time not to exceed 180 days to the extent reasonably necessary to obtain any Government Approvals). If at the end of such period, the Dragging Stockholder has not completed the Drag-along Sale, the Dragging Stockholder may not then effect a transaction subject to this Section 14 without again fully complying with the provisions of this Section 3.414. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one Commencing on the Drag Along Effective Date, in the event that any Shareholder that satisfies the Minimum Shareholders Amount requirement wishes to Transfer, directly or more Stockholders indirectly, all but not less than all of its Company Shares (the “Controlling StockholderDragging Shares”) wishes to sell all any Person or part Persons, together with the Company Shares of the capital stock other Parties of this Agreement (any such Shareholder, a “Dragging Shareholder”), then the Dragging Shareholder shall send a written notice (the “Drag Notice”) to the other Shareholders (the “Dragged Shareholders”) requesting that the Dragged Shareholders sell such number of Company Shares held by the Dragged Shareholders (ratably to their Agreement Ownership Percentage) that, together with the Dragging Shares, constitute at least fifty-one percent (51%) of the outstanding Capital Stock of the Company owned by (the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock “Dragged Shares”). Upon receipt of the Company then outstanding in one transactionDrag Notice, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant Dragged Shareholders shall be obligated to sell all or the same proportionate amount of Dragged Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares subject to be sold will become Vested Shares) as the Controlling Stockholder and in accordance with the terms of this Section 3.4 (“Drag-Along Rights”). If 4.8 and shall have the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required right to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares certain of the Controlling Stockholderremaining Company Shares held by such Dragged Shareholders pursuant to and in accordance with the terms of Section 4.3. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights During the 30 days immediately following receipt of the Drag Notice (the “Negotiation Period”), the Dragging Shareholder and the Principal Dragged Shareholder shall deliver a notice negotiate in good faith the sale to the Participant and Principal Dragged Shareholder of all the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant Dragging Shareholder. During the Negotiation Period the Principal Dragged Shareholder shall be obligated to deliver to the provisions of this Section 3.4.Dragging Shareholder at least one non-binding offer (the “Non-Binding Offer”) to acquire all such Company Shares and shall state a purchase price per Company Share which shall be expressed in United States Dollars and payable in a single installment in cash and any other material term for such purchase; (c) The Controlling Stockholder shall have one hundred twenty (120) days from If the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company Dragging Shareholder and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares Principal Dragged Shareholder do not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated reach an agreement prior to the expiration of the one-hundred twenty Negotiation Period, each of the Principal Dragged Shareholder and the Dragging Shareholder shall be entitled to deliver to each other, within the 15 days immediately following the expiration of the Negotiation Period (120the “Pricing Notice Period”) a notice in writing (the “Pricing Notice”) stating, (A) in case of the Pricing Notice delivered by the Dragging Shareholder, a purchase price per Company Share, which shall be expressed in United States Dollars and payable in one single installment in cash, at which the Dragging Shareholder is willing to drag the Dragged Shares (the “Dragging Price”); and (B) in case of the Pricing Notice delivered by the Principal Dragged Shareholder, a binding and irrevocable offer (the “Binding Offer”) stating the purchase price per Company Share, which shall be expressed in United States Dollars and payable in one single installment in cash, at which the Principal Dragged Shareholder is willing to purchase all of the Company Shares of the Dragging Shareholder and of each other Dragged Shareholder (the “Blocking Price”). (d) If (i) the Principal Dragged Shareholder fails to deliver the Pricing Notice in due time or (ii) the Dragging Price is greater than or equal to the product of the Blocking Price multiplied by 1.05 (the “Minimum Price Differential”), the Dragging Shareholder shall have the right to cause the Dragged Shareholders to sell all of the Dragged Shares (together with all of the Company Shares sold by the Dragging Shareholder) to any Person or Persons in accordance with the terms described below. If the (x) Blocking Price is greater than the Dragging Price or (y) the Dragging Price is less than the product of the Blocking Price multiplied by 1.05, then the Dragging Shareholder shall not be entitled to exercise its Dragging Rights in respect of such sale of the Dragged Shares and the Principal Dragged Shareholder shall be obligated to purchase all of the Company Shares held by the Dragging Shareholder and each other Dragged Shareholder that provides prompt notice to the Principal Dragged Shareholder of its election to sell its Company Shares, together with the shares of the Dragging Shareholder, at the Blocking Price, in the case of (x) above, or at the Dragging Price, in the case of (y) above. Failure by the Principal Dragged Shareholder to deliver: (i) the Binding Offer within the Negotiation Period, or (ii) a Pricing Notice within the Pricing Notice Period shall be deemed a waiver of their respective rights in connection with such Drag Notice and their acceptance of the Drag Along Rights exercised by the Dragging Shareholder. (e) In the event that the Binding Offer is accepted by the Dragging Shareholder, the closing of the sale of its Company Shares and the Company Shares of each other Dragged Shareholder that elects to sell its Company Shares in accordance with clause (d) above under any Sale Agreement shall take place at the offices of the Company (or at such other place as may be mutually acceptable to the parties thereto) not later than the thirtieth (30th) day after the Sale Agreement was executed and delivered to the Dragging Shareholder by the Principal Dragged Shareholder (subject to the extension under the circumstances and within the time periods provided in this Agreement). (f) If (i) the Principal Dragged Shareholder has not delivered a Binding Offer during the Pricing Notice Period, or (ii) if the Binding Offer has been accepted by the Dragging Shareholder and either (x) the Sale Agreement has not been executed by the Principal Dragged Shareholder and tendered to the Dragging Shareholder for execution within the period referred to provided in this Section, or (y) the Controlling Stockholder may closing of the sale of the Company Shares of the Dragging Shareholders and each Dragged Shareholder that elects to sell its Company Shares in accordance with clause (d) above to the Dragged Shareholder pursuant to a Sale Agreement has not thereafter consummate occurred by the proposed date scheduled for closing for any reason other than a breach by the Dragging Shareholder of any of its covenants, representations or warranties in the Sale Transaction Agreement that are a condition to such closing or (without complying again iii) the Dragging Price is greater than or equal to the Blocking Price multiplied by 1.05; or (iv) the Dragged Shareholder fails to deliver a Pricing Notice by the end of the Pricing Notice Period, (the first to occur of the foregoing being hereinafter referred to as the “Drag Date”), then, in any such event, the Dragging Shareholder shall have the right to sell all its Company Shares together with subsection 3.4(bthe Dragged Shares (as defined below) aboveto any Person or Persons in accordance with the terms described below. (g) The Dragging Shareholder shall have the right to enter into a Sale Agreement with any Person or Person (the “Third Party Buyer”) in respect of the Dragging Shares and the Dragged Shares within 270 days following the Drag Date and each Dragged Shareholder shall be obligated to be a party to such Sale Agreement and sell all of its Dragged Shares in accordance with the same terms and conditions upon which the Dragging Shareholder is selling its Dragging Shares in such Sale Agreement, provided that the purchase price under such Sale Agreement shall not be lower than the Dragging Price. (h) If the Dragged Shares are less than all the Company Shares held by the Dragged Shareholder, the Dragged Shareholder (i) shall be entitled to require that the Dragging Shareholder or the Third Party Buyer acquire all of its Company Shares at a purchase price that shall not be lower than the Dragging Price or (ii) shall remain a party to this Agreement and shall return accept the Third Party Buyer as its counterparty under this Agreement in accordance with its terms, provided that this Section 4.8 shall no longer be applicable after the Third Party Buyer becomes a Shareholder. (i) The Dragging Shareholder’s right to cause the sale of the Dragged Shares to a Third Party Buyer pursuant to this Section shall expire and all of the provisions of this Section shall be reinstated in the event that the Third Party Buyer has not purchased the Dragged Shares and complied with the requirements of Section 4.2 in full within two hundred seventy (270) days following the Drag Date (the “Drag Deadline”). In the event that the Third Party Buyer and the Dragging Shareholder enter into a Sale Agreement prior to the Participant all documents previously delivered to Drag Deadline, the Controlling Stockholder Drag Deadline shall be automatically extended until such time as the regulatory approvals required in connection with such sale have been obtained; provided that, in the event the required regulatory approvals have not obtained within one (1) year following the execution of the Sale Agreement, the Third Party Buyer shall provide a guarantee of its obligations under the Sale Agreement on substantially similar terms (mutatis mutandis) as the guarantee provided in the 2014 SPA. If the Principal Dragged Shareholder is obligated to purchase the Dragging Shareholder’s Company Shares under this Section 4.08, such purchase shall be consummated upon the receipt of the regulatory approvals required for such transaction; provided that, in the event that the required regulatory approvals have not obtained within one (1) year following the date the Dragged Shareholder’s obligation to purchase such Company Shares arose, the Principal Dragged Shareholder shall provide a guarantee of its obligations to purchase the Company Shares of the Dragging Holder on substantially similar terms (mutatis mutandis) as the guarantee provided in the 2014 SPA. (j) If the Principal Dragged Shareholder fails to consummate the purchase of all of the Company Shares of the Dragging Shareholder in accordance with the provisions of this Section 4.8 (a “Defaulting Shareholder”), then, in addition to any remedies at law or in equity that the Dragging Shareholder may have in respect of such failure, the Defaulting Shareholder shall thereafter cease to have any right to send Binding Offers or Pricing Notices. (k) All the Parties shall cooperate in good faith with the Dragging Shareholder in connection with the consummation of the Transfer of all of the Company Shares pursuant to the Drag Notice (the “Drag Transaction”). Each Party shall take all actions reasonably necessary and desirable in connection with the consummation of the Drag Transaction, including the voting or causing the voting of any shares to approve the Drag Transaction, the execution of such agreements and instruments and other actions necessary to provide the representations, warranties, indemnities, covenants, conditions, escrow agreement and other provisions and agreements relating thereto. Notwithstanding the foregoing, the Parties other than the Dragging Shareholder shall only be required to grant limited representations in connection with the Drag Transaction, consisting of (i) organization, (ii) title to the Shares and transfer to the Third Party(ies) Buyer free and clear of any Liens, (ii) authority to transfer its Shares to the Third-Party Buyer, and (iii) the non-violation by such Transfer of any Applicable Law or contractual restriction, in each case binding upon such Party), as well as any additional warranties and covenants relating to its ownership of the Relevant Company Shares to the Third-Party Buyer that are reasonably customary for transactions of this kind. Each Party shall make all required filings and applications to the Enacom, Antitrust Authority and any other competent Governmental Entity and cooperate in the obtainment of any required Authorization. (l) Upon the closing of the Drag Transaction, each Shareholder shall deliver at such closing, against payment of the purchase price therefore in cash, certificates or other instruments representing or evidencing the relevant Company Shares to be sold, duly endorsed for transfer, and evidence of good title to the Company Shares to be sold and the absence of Liens with respect thereto and such other reasonable matters as are deemed necessary for the proper Transfer of such Company Shares for the benefit of the Third Party Buyer. (m) In the event of the exercise of the Drag Along Right under this Section, the Right of First Refusal and the Tag Along Right of the other Parties, as set forth in Sections 4.2 and 4.3, respectively, shall not apply; provided, however, that in the event that the Third Party Buyer desires to purchase more than fifty-one percent (51%) of the outstanding Capital Stock of the Company, then the Dragged Shareholders shall be entitled to sell collectively, on a pro rata basis, to the Third Party Buyer a number of Company Shares equal to (x) the number of Company Shares desired by the Third Party Buyer minus (y) fifty-one percent (51%) of the outstanding Capital Stock of the Company (the “Incremental Dragged Shares”); provided further that under no circumstances shall the sale the Dragged Shares or the Incremental Dragged Shares reduce the number of Company Shares to be sold by the Dragging Shareholder in the Drag Transaction. This Agreement shall immediately and fully terminate upon the consummation of the sale of all the Company Shares to the Third Party Buyer pursuant to the Drag Transaction, unless the Dragged Shares are less than all of the Company Shares held by the Dragged Shareholders, in which case this Agreement shall continue to be in effect between the Dragged Shareholder and the Third Party Buyer and the provisions of Section 4.8 shall no longer be effective. (n) In case of failure by the Dragged Shareholders to Transfer their Company Shares pursuant to this Section upon exercise of the Drag Along Right by the Dragging Shareholder, the Dragging Shareholder shall be free to Transfer its Company Shares to the Third Party(ies) Buyer without any restriction, without prejudice to the liability of the other Parties vis-à-vis the Dragging Shareholder for breach of the provisions hereunder and any other remedy available to the Dragging Shareholder under the Law, the By-laws or this Agreement. (o) For the avoidance of doubt, this Section 4.8 shall not apply to or in connection with any sale of Dominio shares subject to the provisions of Section 4.2(j), or to or in connection with any sale of CVH shares subject to the provisions of Section 4.2(k) or to or in connection with any sale of shares of FT or FIA subject to the provisions of Section 4.2(l).

Drag-Along Rights. If Endo LLC shall propose to Transfer at ----------------- least 60% of all shares of Common Stock then owned by Endo LLC to a Third Party, then (a) If one or more Stockholders (in addition to the “Controlling Stockholder”) wishes to sell all or part rights of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%Management Stockholders to participate in such Transfer pursuant to Section 6.4(a) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder hereof) Endo LLC may, in at its sole discretionoption, require the Participant Management Stockholders (collectively, the "Remaining Holders") to sell all or ----------------- include in such Transfer to the same proportionate amount Third Party such number of Shares (including Restricted Shares at the Controlling Stockholder’s optionshares of Common Stock then owned by such Remaining Holder, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder determined in accordance with this Section 3.4 6.4(b). Endo LLC shall send written notice (“the "Drag-Along Rights”)Notice") of the ----------------- exercise of their rights pursuant to this Section 6.4(b) to each of the Remaining Holders, setting forth the consideration per share to be paid by the Third Party and the other material terms and conditions of such transaction. If the Controlling Stockholder exercises its The Drag-Along Rights, Notice shall state that the Participant Remaining Holders shall be required to sell his/her Shares or a portion participate in the proposed Transfer of his/her Shares at a purchase price per Share shares of Common Stock to the Third Party according to the terms and upon conditions of this Section 6.4(b) and for the same terms as type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the shares Third Party. Within 15 days following the receipt of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights Notice, each of the Remaining Holders shall deliver to a notice to representative of Endo LLC designated in the Participant and the Company setting forth the terms Drag-Along Notice certificates representing all shares of the Sale Transaction (including the proposed closing date for the Sale Transaction)Common Stock held by such Remaining Holder, and provide duly endorsed, together with all other documents required to be executed by in connection with such transaction. In the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails event that any Remaining Holder should fail to deliver such documents certificates to the Controlling StockholderEndo LLC, the Company shall cause its the books and records of the Company to show that the Shares held such shares are bound by the Participant have been transferred pursuant to the provisions of this Section 3.4. 6.4(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (cx) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Common Stock then owned by such Remaining Holder, and the denominator of which shall be the total number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Remaining Holders. The Controlling Stockholder maximum number of shares of Common Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 6.4(b) shall be the total number of shares of Common Stock then owned by such Remaining Holder. If, within 120 days after Endo LLC gave the Drag-Along Notice, it shall not have one hundred twenty (120) days from completed the date Transfer of all the shares of Common Stock of the notice described Remaining Holders in subsection 3.4(b) aboveaccordance with this Section 6.4(b), to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and Endo LLC shall return to each of the Participant Remaining Holders all documents previously certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 6.4(b). Promptly (but in no event later than 5 days) after the consummation of the Transfer of Common Stock of Endo LLC and Remaining Holders pursuant to this Section 6.4(b), Endo LLC shall give notice thereof to the Controlling Stockholder Remaining Holders, shall remit to each of the Remaining Holders the total consideration in connection with respect of the shares of Common Stock of such Sale TransactionRemaining Holder which were so transferred, and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Remaining Holders.

Drag-Along Rights. (a) If one or more Stockholders If, at any time, the Founders jointly propose to transfer all of the Common Shares owned by the Founders in a single transaction to a third party (the “Controlling StockholderProposed Acquiror”) wishes pursuant to sell all or part a Qualified Sale (as defined below), and the Board of the capital stock Directors of the Company owned by has approved such Qualified Sale, the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock Founders may cause to be included in such Qualified Sale all, but not less than all, of the Company then outstanding in one transaction, or Common Shares held by each of the other Shareholders by providing to each such other Shareholder a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder notice (a “Qualified Sale TransactionNotice”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the proposed Qualified Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business 20 days prior to the date proposed closing date referred to above all documents and certificatesfor such Qualified Sale, correctly endorsed and executed, necessary to close stating the Sale Transaction. If identity of the Participant fails to deliver such documents to the Controlling StockholderProposed Acquiror, the Company shall cause its books kind and records amount of consideration proposed to show that be paid for the Common Shares held to be purchased by the Participant have been transferred Proposed Acquiror and the other material terms of such Qualified Sale. For purposes of determining the number of Common Shares outstanding pursuant to the immediately preceding sentence, Common Shares issuable upon the exercise of Warrants, options or other rights to acquire Common Shares, or upon the conversion or exchange of any security outstanding as of the time of delivery of the Qualified Sale Notice, shall not be deemed to be outstanding. In the event the Founders so provide a Qualified Sale Notice with respect to a Qualified Sale, each other Shareholder shall (i) be obligated to transfer all of the Common Shares owned by such Shareholder to the Proposed Acquiror on the terms and conditions set forth in the Qualified Sale Notice and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shareholder’s Common Shares in favor of such Qualified Sale and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Founders or the Proposed Acquiror may reasonably require in order to carry out the terms and provisions of this Section 3.4. (c) The Controlling Stockholder 2(c); provided, however that such instruments of conveyance and transfer and such purchase agreements, merger agreements, indemnity agreements, escrow agreements and related documents shall have one hundred twenty (120) days from the date not include any representations or warranties of the notice described such Shareholder except such representations and warranties as are ordinarily given by a seller of securities with respect to such seller’s authority to sell, enforceability of agreements against such seller, such seller’s good title in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company securities and the Participant to that effect. The Controlling Stockholder shall also cause good title in such securities to be remitted acquired at closing by the Proposed Acquiror, provided further, however, that any indemnity provision included in any such instrument, agreement or related document shall only indemnify the Proposed Acquiror with respect to the Participant the proceeds attributable to the sale breaches of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If such representations and warranties by such Shareholder, without any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionobligation or liability for contribution.

Drag-Along Rights. (ai) If one or more Stockholders In the event that Parent (the “Controlling Stockholder”A) wishes proposes to sell all or part Transfer shares of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transactionCommon Stock, or a series of related transactions, other than any Transfer to a third-party who is not an Affiliate of Parent, and such Controlling Stockholder shares of Common Stock would represent more than 30% of the then outstanding shares of Common Stock, or (a “Sale Transaction”)B) desires to effect an Exit Event, such Controlling Stockholder may, in its sole discretion, require Parent shall have the Participant to sell all or right (the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along RightsRight”). If the Controlling , upon written notice to Stockholder, to require that Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or join pro rata in such sale by selling a pro rata portion of his/her Shares at a purchase price per Share and upon Stockholder’s shares of Common Stock on substantially the same terms (including with respect to representations, warranties and indemnification) as Parent; provided, however, that (x) any representations and warranties relating specifically to Parent or Stockholder (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by Parent or Stockholder, as applicable; (y) any indemnification provided by Parent and Stockholder shall be based on the relative purchase price being received by Parent and Stockholder in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (Parent’s and Stockholder’s contributions to such escrow to be on a pro rata basis in accordance with their respective proceeds received from such sale), it being understood and agreed that any such indemnification obligation of Parent or Stockholder shall in no event exceed the net proceeds to Parent or Stockholder, as applicable, from such proposed Transfer; and (z) the form of consideration to be received by Parent in connection with the proposed sale may be different from that received by Stockholder so long as the value of the consideration to be received by Parent is the same or less than what they would have received had they received the same form of consideration as Stockholder (as reasonably determined by the Board in good faith). For purposes of this Section 9, “joining Parent in such sale” shall include voting its shares of the Controlling StockholderCommon Stock consistently with Parent, transferring his shares of Common Stock to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by Parent and providing such other cooperation as Parent may reasonably request. (bii) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant Any Exit Event may be structured as an auction and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to may be executed initiated by the Participant in order delivery to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and Stockholder of a written notice that Parent has elected to initiate an auction sale procedure. Parent shall be entitled to take all steps reasonably necessary to carry out an auction of the Participant Company, including, without limitation, selecting an investment bank, providing confidential information (pursuant to that effectconfidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The Controlling Company and Stockholder shall also cause provide assistance with respect to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionthese actions as reasonably requested.

Drag-Along Rights. (a) If one at any time any stockholder of the Corporation, or group of stockholders, owning a majority or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part of the capital stock of the Company owned by Corporation (hereinafter, the Controlling Stockholder that represents fifty percent "Transferring Stockholders") proposes to enter into any transaction involving (i) a sale of more than 50%) or more % of all the voting power of all classes of outstanding capital stock of the Company Corporation in a non-public sale or (ii) any merger, share exchange, consolidation or other reorganization or business combination of the Corporation immediately after which a majority of the directors of the surviving entity is not comprised of persons who were directors of the Corporation immediately prior to such transaction or after which persons who hold a majority of the common stock of the surviving entity are not persons who held a majority of the voting capital stock of the Corporation immediately prior to such transaction, the Corporation may require Grantee to participate in such transaction by giving Grantee written notice thereof at least ten days in advance of the date of the transaction or the date that tender is required, as the case may be (hereinafter referred to as the "Drag-Along Date"). Notwithstanding anything herein to the contrary and without Grantee's consent, if such notice is provided to Grantee, then the outstanding in one transactionOption, or a series of related transactionsportion thereof, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, as determined by the Corporation in its sole discretiondiscretion and specified in the written notice of the transaction, require shall terminate effective as of the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If Date, and shall be of no further force or effect thereafter, provided that, in consideration therefor, Grantee receives from the Controlling Stockholder exercises its Drag-Along RightsCorporation, the Participant acquiror or the Corporation's successor, an aggregate amount equal to the product of (i) the number of shares of Stock as to which the Option so terminates, multiplied by (ii) the difference between (1) the Exercise Price per share under the Option and (2) the price the Transferring Stockholders receive per share of Stock pursuant to the terms of the transaction, adjusted as determined by the Administrator to reflect the fact that the Exercise Price with respect to the Option has not, in fact, been paid. The payment of such amount to Grantee shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and made either upon the same terms and conditions as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice those applicable to the Participant and the Company setting forth Transferring Stockholders with respect to their Stock pursuant to the terms of the Sale Transaction (including transaction or via delivery of immediately available funds within thirty days following the proposed closing date for transaction, as determined in the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date sole discretion of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionpayor.

Drag-Along Rights. (a) If one or more Stockholders at any time following the Lock-up Period the Enstar Shareholder (the “Controlling Stockholder”together with its Permitted Transferees) wishes to sell all or part holds no less than 55% of the capital stock aggregate number of outstanding Common Shares of the Company owned held by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding Initial Shareholders at such time and receives a bona fide offer from a Third Party Purchaser to consummate, in one transaction, or a series of related transactions, to a third-party who is not an Affiliate Change of such Controlling Stockholder Control (a “Sale TransactionDrag-along Sale”), such Controlling Stockholder maythe Enstar Shareholder shall have the right to require that each other Shareholder (each, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (a “Drag-Along Rightsalong Shareholder”). If ) participate in such Transfer in the Controlling Stockholder exercises its manner set forth in this Section 3.03, provided, however, that no Drag-Along Rights, the Participant along Shareholder shall be required to sell his/her Shares participate in the Drag-along Sale if the consideration for the Drag-along Sale is other than cash or a portion of his/her Shares at a purchase price per Share and upon registered securities listed on an established U.S. or foreign securities exchange. Notwithstanding anything to the same terms as the shares contrary in this Agreement, each Drag-along Shareholder shall vote in favor of the Controlling Stockholdertransaction and take all actions to waive any dissenters, appraisal or other similar rights. (b) The Controlling Stockholder who desires to Enstar Shareholder shall exercise its rights pursuant to this Section 3.03 by delivering a written notice (the “Drag-Along Rights shall deliver a notice along Notice”) to the Participant Company and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business each Drag-along Shareholder no later than 20 days prior to the proposed closing date referred of such Drag-along Sale. The Drag-along Notice shall make reference to above all documents the Enstar Shareholder’s rights and certificatesobligations hereunder and shall describe in reasonable detail: (i) the number of Common Shares to be sold by the Enstar Shareholder, correctly endorsed if the Drag-along Sale is structured as a Transfer of Common Shares; (ii) the identity of the Third Party Purchaser; (iii) the proposed date, time and executedlocation of the closing of the Drag-along Sale; (iv) the per share purchase price and the other material terms and conditions of the Transfer, necessary including a description of any non-cash consideration in sufficient detail to close permit the Sale Transaction. valuation thereof; and (v) a copy of any form of agreement proposed to be executed in connection therewith. (c) If the Participant fails Drag-along Sale is structured as a Transfer of Common Shares, then, subject to deliver such documents Section 3.03(d), each Drag-along Shareholder shall Transfer the number of shares equal to the Controlling Stockholder, product of (x) the Company shall cause its books and records to show that the number of Common Shares held by such Drag-along Shareholder and (y) a fraction (A) the Participant numerator of which is equal to the number of Common Shares the Enstar Shareholder proposes to sell or transfer in the Drag-along Sale and (B) the denominator of which is equal to the number of Common Shares then held by the Enstar Shareholder. (d) The consideration to be received by a Drag-along Shareholder shall be the same form and amount of consideration per share of Common Shares to be received by the Enstar Shareholder (or, if the Enstar Shareholder is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of such Transfer shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Enstar Shareholder Transfers its Common Shares. Each Drag-along Shareholder shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Enstar Shareholder makes or provides in connection with the Drag-along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Enstar Shareholder, the Drag-along Shareholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Enstar Shareholder and each Drag-along Shareholder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Enstar Shareholder and each Drag-along Shareholder, in each case in an amount not to exceed the aggregate proceeds received by the Enstar Shareholder and each such Drag-along Shareholder in connection with the Drag-along Sale. (e) The fees and expenses of the Enstar Shareholder incurred in connection with a Drag-along Sale and for the benefit of all Shareholders (it being understood that costs incurred by or on behalf of a Enstar Shareholder for its sole benefit will not be considered to be for the benefit of all Shareholders), to the extent not paid or reimbursed by the Company or the Third Party Purchaser, shall be shared by all the Shareholders on a pro rata basis, based on the aggregate consideration received by each Shareholder; provided, that no Shareholder shall be obligated to make or reimburse any out-of-pocket expenditure prior to the consummation of the Drag-along Sale. (f) Each Shareholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Enstar Shareholder. (g) The Enstar Shareholder shall have been transferred pursuant 180 days following the date of the Drag-along Notice in which to consummate the Drag-along Sale, on the terms set forth in the Drag-along Notice (which such 180-day period may be extended for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). If at the end of such period, the Enstar Shareholder has not completed the Drag-along Sale, the Enstar Shareholder may not then effect a transaction subject to this Section 3.03 without again fully complying with the provisions of this Section 3.43.03. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant Employee to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant Employee shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant Employee and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant Employee in order to consummate such Sale Transaction. The Participant Employee shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant Employee fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant Employee have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant Employee to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant Employee the proceeds attributable to the sale of the ParticipantEmployee’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant Employee all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one or more Stockholders (Notwithstanding any other provision of this Agreement, if shareholders owning greater than 70% of the “Controlling Stockholder”) wishes to sell all or part outstanding voting power of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of (the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale TransactionSelling Shareholders”), such Controlling Stockholder may, in its sole discretion, require the Participant ) elect to sell all or of their stock to any person (the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along RightsPurchaser”). If , then the Controlling Stockholder exercises its Selling Shareholders shall have the authority and right to require that Optionee transfer 100% of his or her Incentive Stock (as defined in the Plan) to the Drag-Along Rights, Purchaser at the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a same purchase price per Share and otherwise upon the same terms and subject to the same conditions as the shares apply to sale of the Controlling StockholderSelling Shareholders’ stock. (b) The Controlling Stockholder who desires Selling Shareholders electing to exercise its sell their stock shall provide at least fifteen (15) days written notice of such sale to the Company and the Optionee, including the name of the Drag-Along Rights Purchaser, the consideration to be received for such stock and the other material terms and conditions of such sale. After the delivery of such notice, the Selling Shareholders shall deliver a provide Optionee with any additional information as is reasonably requested with respect to such sale. In the event that the consideration, terms and/or conditions set forth in the initial notice are thereafter amended in any material respect, the Selling Shareholders shall give written notice of the amended terms and conditions of the proposed sale to Optionee and each such notice of any material amendments to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to shall be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder given at least seven (7) business 10 days prior to the proposed sale. (c) All sales of stock pursuant to this Section 5 shall be consummated at the offices of the Corporation, unless the Selling Shareholders elect otherwise, on a date specified by the Selling Shareholders (i) not less than fifteen (15) nor more than sixty (60) days after the initial notice delivered pursuant to subparagraph (a) above and (ii) not less than five (5) days after written notice of the date for such consummation is given by the Selling Shareholders to the Optionee. The delivery of certificates (if any) or other instruments evidencing such stock shall be made on such date, against payment of the purchase price for such stock, with such other instruments of transfer of such stock as may be reasonably requested by the Selling Shareholders and the Company. Additionally, Optionee shall comply with any other conditions to closing date referred generally applicable to above shareholders selling stock in such transaction. Optionee shall receive the same price and form of consideration as that received by the Selling Shareholders for his or her stock. To the extent that the parties to the sale are to provide any indemnification or otherwise assume any other post-closing liabilities, the Selling Shareholders and Optionee selling stock in a transaction under this Section 5 shall do so severally and not jointly (and on a pro rata basis in accordance with their respective stock being sold, provided that any Selling Shareholder, in his or her sole discretion, may assume greater liabilities) and their respective potential liability thereunder shall not exceed the proceeds received, subject to customary exceptions in excess of such limits. Furthermore, the Selling Shareholders and Optionee shall only be required to give customary representations and warranties, including, but not limited to, title to interests conveyed, legal authority and capacity and non-contravention of other agreements. (d) Optionee, when selling capital stock in a transaction pursuant to this Section 5, shall bear his or her own expenses of such sale. (e) In the event the Board has approved a Corporate Transaction other than a sale of stock as described in Section 5(a), and shareholders owning greater than 66 2/3% of the outstanding voting power of the capital stock of the Corporation of all documents classes (the “Approving Shareholders”) indicate in writing to the Participants (the “Approval Notice”) that they will vote their capital stock (in person, by proxy or by action by written consent, as applicable) in favor of such Corporate Transaction in the form attached to such Approval Notice, then each Participant shall vote (in person, by proxy or by action by written consent, as applicable) all Incentive Stock in favor of, and certificatesadopt, correctly endorsed such Corporate Transaction in the form attached to such Approval Notice and executed, necessary to close vote in opposition to any and all other proposals that could delay or impair the Sale ability of the Company to consummate such Corporate Transaction. If The Approval Notice shall be given to each Participant no later than 10 days prior to the vote or effective date of the written consent for such Corporate Transaction. (f) Each Participant hereby constitutes and appoints as his or her proxies and hereby grants a power of attorney to the Chief Executive Officer of the Corporation, with full power of substitution, with respect to the voting of Incentive Shares as provided herein, and hereby authorizes each of them to represent and to vote, if and only if the Participant (i) fails to deliver vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Section 5, all of such documents Participant’s Incentive Stock in favor of the approval of a Corporate Transaction as required herein. Each Participant hereby revokes any and all previous proxies or powers of attorney with respect to the Controlling StockholderIncentive Stock and shall not hereafter, the Company shall cause its books unless and records to show that the Shares held by the Participant have been transferred pursuant to until the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date 5 terminate, purport to grant any other proxy or power of attorney with respect to any of the notice described in subsection 3.4(b) aboveIncentive Stock, deposit any of the Incentive Stock into a voting trust or enter into any agreement, except as provided herein, arrangement or understanding with any person or entity, directly or indirectly, to consummate vote, grant any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted proxy or give instructions with respect to the Participant the proceeds attributable voting of any of Incentive Stock, in each case, with respect to the sale any of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to matters set forth in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionSection 5.

Drag-Along Rights. (a) If one or more Stockholders (In the “Controlling Stockholder”) wishes to sell all or part of event that the capital stock Company receives a bona fide purchase offer from a non-affiliate of the Company owned by (an “Offeror”) seeking to purchase the Controlling Stockholder that represents fifty percent Company’s outstanding equity, and (i) the Company’s Board of Directors and (ii) Holders of not less than 50%) or more of all the voting power of all classes of stock % of the Company then outstanding in one transactionConversion Shares consent to such purchase, or a series all Holders of related transactions, Conversion Shares shall sell their Conversion Shares (as Preferred Stock if such Preferred Stock has not yet been converted) to a third-party who is such offeror at the price so approved. At least twenty (20) but not more than ninety (90) days prior to any transfer to an Affiliate of such Controlling Stockholder Offeror (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along RightsTransfer”), the Company shall provide to the Holders a notice (a “Drag-Along Notice”) delivered to the Holders at their address set forth in the Purchase Agreement, explaining the terms and conditions of such Drag-Along Transfer (including the consideration to be paid), identifying the name and address of the Offeror and indicating the date that is fifteen (15) days after the mailing of the Drag-Along Notice (the “Response Date”). If the Controlling Stockholder exercises its such Drag-Along RightsNotice is sent, then, on or before the Participant shall be required Response Date, each Holder that consents to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights Transfer shall deliver a provide written notice of such consent (the “Consent Notice”) to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to Company. Any Consent Notice may be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days revoked prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale TransactionResponse Date by sending an additional writing explicitly revoking such Consent Notice. If the Participant fails Company receives unrevoked Consent Notices from the requisite Holders on or before the Response Date or any extension by the Company thereof (not to deliver such documents to the Controlling Stockholderexceed thirty days), the Company shall cause its books and records promptly send a second notice to show all Holders informing the Holders that the requisite Holders delivered Consent Notices. If requisite Holders deliver Consent Notices on or prior to later of the Response Date or any such extension, the purchase of all Conversion Shares held by the Participant shall be deemed to have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after made on the closing of the Sale TransactionDrag-Along Transfer (the “Closing Date”) without further action by the Company or any Holder. If Any share certificates for Conversion Shares held by any Sale Transaction is not consummated prior Holder shall be deemed cancelled on the Closing Date and each Holder shall promptly forward such certificate, duly endorsed for transfer, to the expiration Company upon the written request of the oneCompany. Upon consummation of the Drag-hundred twenty (120) day period referred to in this SectionAlong Transfer, the Controlling Stockholder may not thereafter consummate Company shall remit or arrange for direct transfer to each Holder that portion of the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return sale proceeds to which such Holder is entitled as a result of the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionDrag-Along Transfer.

Drag-Along Rights. (a) If one or more Stockholders a Supermajority of the Board of Directors of Station approves a sale of all of the Shares to a Person (the “Controlling StockholderShare Purchaser”) wishes to sell all other than another Station Stockholder or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling a Station Stockholder (a “Sale TransactionShare Drag Sale”), subject to applicable Gaming Laws, the Station Stockholders selling such Controlling Stockholder interests (the “Dragging Stockholders”) may, in its sole discretionat their option, require each other Station Stockholder (the Participant “Dragged Stockholders”) to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholderheld by such Dragged Stockholders. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice Subject to the Participant and receipt of all required Gaming Licenses, the Company setting forth the terms of the Sale Transaction Dragging Stockholders shall give each Dragged Stockholder not less than fifteen (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (715) business days prior to the date of the proposed sale, a notice summarizing the economic terms of such Share Drag Sale, including the purchase price, closing date referred and the identity of the Share Purchaser. The Dragged Stockholder sale shall be made on the same date, at the same price and on the same terms and conditions as provided with respect to above the sale of Shares by such Dragging Stockholder to such Share Purchaser. In connection with any Share Drag Sale, each Dragged Stockholder shall take such actions as may be reasonably required by the Dragging Stockholders and shall otherwise cooperate in good faith with the Dragging Stockholders. At the closing of a Share Drag Sale, each Dragged Stockholder shall deliver to such Share Purchaser all documents and certificatesinstruments as may be reasonably requested by such Share Purchaser in connection with such Share Drag Sale, correctly endorsed against payment of the appropriate purchase price; provided that the Dragged Stockholders shall not be required to make any representations and executedwarranties except those relating to title of their Shares, necessary to close due authorization of the Share Drag Sale Transaction. If and the Participant fails to deliver absence of conflicts, which such documents representations and warranties shall be made severally and not jointly and that the liability of the Station Stockholders thereunder shall be borne by each of them on a pro rata basis determined according to the Controlling aggregate proceeds received by each of them in the Share Drag Sale and no Dragged Stockholder shall be required to agree to, or be deemed to have agreed to, any non-financial terms, covenants and agreements such as non-competition and non-solicitation agreements without its express written consent. In the event that any such Share Drag Sale is structured as a merger, consolidation or similar business combination, each Station Stockholder agrees to vote in favor of the transaction and take all action to waive any dissent, appraisal or other similar rights; provided, further, that, notwithstanding the foregoing, each Dragged Stockholder may be liable for breaches of representations and warranties about Station or the Subsidiaries and their operations so long as such liability is not in excess of such Dragged Stockholder, ’s pro rata percentage interest in the Company shall cause its books and records to show that aggregate proceeds of the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4Share Drag Sale. (c) The Controlling Upon consummation of a Share Drag Sale, if a Dragged Stockholder has not delivered any documents and instruments as contemplated by the preceding paragraph (b), such Dragged Stockholder shall have one hundred twenty (120) days from no longer be considered a holder of Shares, and such Dragged Stockholder’s sole rights with respect to such Shares shall be to receive the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder consideration receivable in connection with such Share Drag Sale Transactionupon delivery of the appropriate documents and instruments.

Drag-Along Rights. (a) If one or more Stockholders (In the “Controlling Stockholder”) wishes to sell all or part of event that the capital stock Company receives a bona fide purchase offer from a non-affiliate of the Company owned by (an "Offeror") seeking to purchase the Controlling Stockholder that represents fifty percent Company's outstanding equity, and (i) the Company's Board of Directors and (ii) Holders of not less than 50%) or more of all the voting power of all classes of stock % of the Company then outstanding in one transactionConversion Shares consent to such purchase, or a series all Holders of related transactions, Conversion Shares shall sell their Conversion Shares (as Preferred Stock if such Preferred Stock has not yet been converted) to a third-party who is such offeror at the price so approved. At least twenty (20) but not more than ninety (90) days prior to any transfer to an Affiliate of such Controlling Stockholder Offeror (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“"Drag-Along Rights”Transfer"). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books provide to the Holders a notice (a "Drag-Along Notice") delivered to the Holders at their address set forth in the Purchase Agreement, explaining the terms and records conditions of such Drag-Along Transfer (including the consideration to show be paid), identifying the name and address of the Offeror and indicating the date that is fifteen (15) days after the mailing of the Drag-Along Notice (the "Response Date"). If such Drag-Along Notice is sent, then, on or before the Response Date, each Holder that consents to the Drag-Along Transfer shall provide written notice of such consent (the "Consent Notice") to the Company. Any Consent Notice may be revoked prior to the Response Date by sending an additional writing explicitly revoking such Consent Notice. If the Company receives unrevoked Consent Notices from the requisite Holders on or before the Response Date or any extension by the Company thereof (not to exceed thirty days), the Company shall promptly send a second notice to all Holders informing the Holders that the requisite Holders delivered Consent Notices. If requisite Holders deliver Consent Notices on or prior to later of the Response Date or any such extension, the purchase of all Conversion Shares held by the Participant shall be deemed to have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after made on the closing of the Sale TransactionDrag-Along Transfer (the "Closing Date") without further action by the Company or any Holder. If Any share certificates for Conversion Shares held by any Sale Transaction is not consummated prior Holder shall be deemed cancelled on the Closing Date and each Holder shall promptly forward such certificate, duly endorsed for transfer, to the expiration Company upon the written request of the oneCompany. Upon consummation of the Drag-hundred twenty (120) day period referred to in this SectionAlong Transfer, the Controlling Stockholder may not thereafter consummate Company shall remit or arrange for direct transfer to each Holder that portion of the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return sale proceeds to which such Holder is entitled as a result of the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionDrag-Along Transfer.

Drag-Along Rights. At any time prior to consummation of an IPO, in the event that the Required Holders (a) If one or more Stockholders (in this case, the “Controlling StockholderDrag-Along Shareholders”) wishes to sell all or part of approve a proposed Trade Sale (as defined in the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%Restated Articles) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who Third Party in which each holder of Preferred Share is not an Affiliate entitled to receive the purchase price of such Controlling Stockholder no less than US$1.7368647 for each Preferred Share (as adjusted for share splits, share combinations, share dividends and other similar capital reorganizations) (a “Sale Drag-Along Transaction”), such Controlling Stockholder may, in its sole discretion, require then upon written notice from the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If Shareholders requesting them to do so, each of the Controlling Stockholder exercises its other shareholders of the Company shall consent to and raise no objections against the Drag-Along RightsTransaction. Without limiting the generality of the foregoing, each other shareholder shall (i) vote (in person or by proxy) or give its written consent with respect to all the Participant shall Shares held by it, and cause any director of the Company appointed by it to vote, in favor of such proposed Drag-Along Transaction and in opposition of any proposal that could reasonably be required expected to sell his/her Shares delay or a portion impair the consummation of his/her Shares any such proposed Drag-Along Transaction; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at a purchase price per Share and upon any time with respect to or in connection with such proposed Drag-Along Transaction; (iii) transfer all or such percentage of securities agreed by the Drag-Along Shareholders on the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights Shareholders in the event that a proposed Drag-Along Transaction is structured as a share transfer; and (iv) execute and deliver all related documentation and take all actions reasonably necessary to consummate the proposed Drag-Along Transaction, including without limitation amending the then existing Restated Articles. The Company shall deliver a notice use commercially reasonable efforts to cause all security holders of the Company to be subject to the Participant and the Company setting obligations set forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transactionthis Section 5.1. The Participant Company shall deliver to the Controlling Stockholder at least seven notify all shareholders in writing not less than thirty (730) business days prior to the proposed closing date referred consummation of the Drag-Along Transaction; provided, however, that such shareholder agrees not to above all documents directly or indirectly (without the prior written consent of the Company), disclose to any other person (other than to such shareholder’s legal counsel and certificatesother advisors in confidence, correctly endorsed and executed, as otherwise necessary to close the Sale Transaction. If the Participant fails protect such shareholder’s rights under this Agreement or as otherwise required by law) any information related to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the onepotential Drag-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Along Transaction.

Drag-Along Rights. (a) If one prior to a Public Listing, Fund Holdings, or more Stockholders any Affiliate thereof that owns REIT Shares (the “Controlling StockholderKKR Transferor”) wishes ), proposes to sell all its REIT Shares to a proposed buyer (other than a Permitted Transferee), in each case in a transaction or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to transactions as a third-party who is not an Affiliate result of which such Controlling Stockholder buyer would acquire more than 50% of the REIT Shares owned by Fund Holdings and its Affiliates (a “Sale TransactionEvent”, and the percentage of the REIT Shares being sold by the KKR Transferor, as compared to the REIT Shares the KKR Transferor and its Affiliates holds prior to such sale, is referred to herein as the “Drag Percentage”), such Controlling then the KKR Transferor may require each Stockholder may, in its sole discretion, require (the Participant “Dragged Stockholder”) to sell all or to such buyer up to the Drag Percentage of the REIT Shares owned by the Dragged Stockholder on the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares financial terms and conditions to be sold will become Vested Shares) as paid or provided to the Controlling Stockholder KKR Transferor. For the avoidance of doubt, a sale of REIT Shares by Fund Holdings or a Permitted Transferee thereof in accordance with a public offering or a distribution of REIT Shares by Fund Holdings or its Permitted Transferees shall not be subject to this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder3.03. (b) The Controlling Stockholder who desires In order to exercise its Dragthe “drag-Along Rights along rights” provided by Section 3.03(a), the KKR Transferor shall deliver a give written notice to the Participant Dragged Stockholders promptly after the KKR Transferor has entered into an agreement regarding the drag-along transaction. Such notice shall set forth (i) the number of REIT Shares proposed to be purchased by the third party buyer, the Drag Percentage and the Company setting forth the terms percentage of the Sale Transaction (including REIT Shares owned by the proposed closing date for the Sale Transaction), and provide all documents Dragged Stockholder that is required to be executed by sold, (ii) the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to name of the proposed closing date referred to above all documents buyer(s), (iii) the proposed amount and certificatesform of consideration, correctly endorsed and executed(iv) the other material terms and conditions of the offer, necessary to close including, if available, a copy of the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books relevant definitive purchase and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4sale agreement. (c) The Controlling Dragged Stockholder shall have one hundred twenty (120i) days from make or provide the date same representations, warranties, covenants, agreements, and indemnities with respect to such Dragged Stockholder’s REIT Shares only as the KKR Transferor has made or provided in connection with such drag-along transaction (provided that in no event shall the Dragged Stockholder’s indemnification obligations exceed the amount of the notice described purchase price for such Dragged Stockholder’s REIT Shares in subsection 3.4(bthe drag-along transaction), and (ii) abovetake all necessary action, including, to consummate the extent applicable, expressly waiving any Sale Transaction anddissenter’s rights or rights of appraisal or similar rights, promptly after such consummation, shall notify entering into an agreement reflecting the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing terms of the Sale Transaction. If Event, surrendering certificates, cooperating in satisfying any applicable legal requirements and executing any letter of transmittal or other agreements or otherwise as reasonably required by the KKR Transferor or KREF to assist the KKR Transferor in the consummation of such Sale Transaction is not consummated prior Event. (d) The fees and expenses of the KKR Transferor and its Affiliates incurred in connection with a Sale Event subject to this Section 3.03 and relating to the expiration of Sale Event to the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may extent not thereafter consummate paid or reimbursed by the proposed Sale Transaction (without complying again with subsection 3.4(b) above) transferee, shall be shared by the KKR Transferor and shall return to each Dragged Stockholder, on a pro rata basis, based on the Participant all documents previously delivered to the Controlling Stockholder consideration received by each such Person in respect of its REIT Shares in connection with such Sale TransactionEvent.

Drag-Along Rights. (a) If one or more Stockholders (the “Controlling Stockholder”) wishes ICG receives a bona fide offer from a non‑affiliated Third Party Purchaser to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding consummate, in one transaction, or a series of related transactions, to a third-party who is not an Affiliate Change of such Controlling Stockholder Control (a “Sale TransactionDrag‑along Sale”), ICG shall have the right to require that Enstar participate in such Controlling Stockholder may, Transfer in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, manner set forth in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights9, the Participant provided, however, that Enstar shall not be required to sell his/her Shares participate in the Drag‑along Sale if the consideration for the Drag‑along Sale is other than cash or a portion of his/her Shares at a purchase price per Share and upon registered securities listed on an established U.S. securities exchange or traded on the same terms as NASDAQ Stock Market. Notwithstanding anything to the shares contrary in this Agreement, Enstar shall vote in favor of the Controlling Stockholdertransaction and take all actions to waive any dissenters, appraisal or other similar rights. (b) The Controlling Stockholder who desires to ICG shall exercise its Drag-Along Rights rights pursuant to this Section 9 by delivering a written notice (the “Drag‑along Notice”) to Enstar no later than 20 Business Days prior to execution of an agreement to effect a Drag‑along Sale. The Drag‑along Notice shall deliver make reference to ICG’s rights and obligations hereunder and shall describe in reasonable detail: (i) the number of Shares to be sold by ICG, if the Drag‑along Sale is structured as a notice to Transfer of Shares; (ii) the Participant identity of the Third Party Purchaser; (iii) the proposed date, time and location of the closing of the Drag‑along Sale; (iv) the per share purchase price and the Company setting forth the other material terms and conditions of the Sale Transaction Transfer, including a description of any non‑cash consideration in sufficient detail to permit the valuation thereof; and (including the v) a copy of any form of agreement proposed closing date for the Sale Transaction), and provide all documents required to be executed by in connection therewith. (c) If the Participant in order Drag‑along Sale is structured as a Transfer of Shares, then, subject to consummate such Sale Transaction. The Participant Section 9(d), ICG and Enstar shall deliver Transfer the number of Shares equal to the Controlling Stockholder at least seven product of (7x) business days prior the aggregate number of Shares the Third Party Purchaser proposes to buy as stated in the Drag‑along Notice and (y) a fraction (A) the numerator of which is equal to the number of Shares and Common Stock Equivalents then held by ICG or Enstar, as the case may be, and (B) the denominator of which is equal to the number of Common Stock Equivalents then held by all of the Stockholders (including, for the avoidance of doubt, ICG and Enstar). (d) The consideration to be received by Enstar shall be the same form and amount of consideration per Share to be received by ICG (or, if ICG is given an option as to the form and amount of consideration to be received, the same option shall be given to Enstar) and the terms and conditions of such Transfer shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which ICG Transfers its Shares. Enstar shall make or provide the same representations, warranties, covenants, and agreements as ICG makes or provides in connection with the Drag‑along Sale (except that in the case of representations, warranties, covenants, and agreements pertaining specifically to ICG, Enstar shall make the comparable representations, warranties, covenants, and agreements pertaining specifically to itself). Notwithstanding anything to the contrary set forth herein, Enstar will not be required to agree to any covenant to, or any covenant to cause its Affiliates who do not acquire shares of the Company to, not compete or not solicit customers, employees or suppliers of any party to the proposed closing date referred Drag-along Sale (but not, for the avoidance of doubt, the Company), or any other similar restrictive covenants in connection with the proposed Drag-along Sale. For avoidance of doubt, to above the extent reasonably requested by the counterparty in a Drag-along Sale, Enstar may agree to covenants which restrict its and its Affiliates’ ability to use confidential information concerning the Company acquired through Enstar’s ownership of shares of the Company and through the individuals appointed by Enstar to the Board to directly compete with the Company or to solicit the Company’s customers, employees or suppliers. (e) The fees and expenses of ICG incurred in connection with a Drag‑along Sale shall be paid by the ICG and Enstar on a pro-rata basis based upon the amount of consideration received by such Person in such Drag-along Sale to the extent not paid or reimbursed by the Company or the Third Party Purchaser. (f) Enstar shall take all documents and certificates, correctly endorsed and executed, actions as may be reasonably necessary to close consummate the Sale TransactionDrag‑along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by ICG. (g) ICG shall have 120 days following the date of the Drag‑along Notice in which to consummate the Drag‑along Sale, on the terms set forth in the Drag‑along Notice (which such 120 day period may be extended for a reasonable time not to exceed 180 days to the extent reasonably necessary to obtain any government approvals). If at the Participant fails end of such period, ICG has not completed the Drag‑along Sale, ICG may not then effect a transaction subject to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to this Section 9 without again fully complying with the provisions of this Section 3.49. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If the Company or one or more of Majority Stockholders (collectively, the “Drag-Along Sellers”) wants to consummate a Sale of Control Transaction, the Company or the Drag-Along Sellers, as the case may be, shall have the right (but not the obligation) to require the other Investors owning Notes or Conversion Shares (each a “Drag-Along Investor”) to Transfer all of their Notes or Conversion Shares to the Proposed Transferee for the same consideration per share and otherwise on the same terms and conditions upon which the Drag-Along Sellers are selling their Common Stock pursuant to the provisions set forth below (subject to any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities) (the “Controlling StockholderDrag-Along Right”) wishes to sell all ). The Company and the Drag-Along Sellers may not exercise the right set forth in this Section 4 unless it or part of the capital stock of the Company owned by the Controlling Stockholder that represents they hold not less than fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transactionFully-Diluted Common Stock. (a) Prior to making the Transfer, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”)Sellers shall first send an Offer Notice and copies of all documentation, including relevant agreements, relating to the Transfer. If Within fifteen (15) days following the Controlling Stockholder exercises its date of the Offer Notice. Each Drag-Along RightsInvestor shall effect its participation in any Sale of Control Transaction, and as part of its participation in the Participant shall be required Sale of Control Transaction pursuant to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its duly exercised Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction)Right, and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Proposed Transferee at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of the Notes or Conversion Shares owned by such Drag-Along Investor which is to be transferred in connection with the Sale of Control Transaction, and each Drag-Along Investor shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Sale of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect thereto) that the Proposed Transferee of the Notes or Conversion Shares (or interests therein) is receiving good and marketable title to such Notes or Conversion Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that with respect to any matter as to which a Tag-Along Stockholder at least seven shall agree to provide indemnification (7) business days prior other than its own title to such Stock), such Drag-Along Investor shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Stock involved in such transfer that are represented by the Notes or Conversion Shares owned by such Drag-Along Investor. In addition, each Drag-Along Investor and the Drag-Along Sellers shall reasonably cooperate and consult with each other in order to effect the Sale of Control Transaction, and each Drag-Along Investor shall provide reasonable assistance to the proposed closing date referred Drag-Along Sellers in connection with the preparation of disclosure schedules relating to above all documents representations and certificateswarranties to be made to the Proposed Transferee in connection with such Sale of Control Transaction and in the determination of the appropriate scope of, correctly endorsed or limitations or exceptions to, such representations and executed, necessary to close the Sale Transactionwarranties. If the Participant fails any Drag-Along Investor should fail to deliver such documents certificates and instruments of transfer to the Controlling StockholderDrag-Along Sellers (or their designee), the Company shall cause its books and records to show that the such shares of Notes or Conversion Shares held are bound by the Participant have been transferred pursuant to the provisions of this Section 3.44 and that such Notes or Conversion Shares shall have been transferred to the Proposed Transferee, and all certificates or other evidence of ownership of the Notes or Conversion Shares subject to this Section 4 shall be deemed to be cancelled. (cb) The Controlling Stockholder shall have one hundred twenty (120) days from Simultaneously with the date consummation of the notice described in subsection 3.4(b) aboveSale of Control, pursuant to consummate any Sale Transaction andthis Section 4, promptly after such consummation, the Company shall notify the Company Drag-Along Investors and the Participant other Company stockholders of the consummation of the sale, and shall cause the Proposed Transferee to that effect. The Controlling Stockholder shall also cause to be remitted remit directly to the Participant Drag-Along Investors and other Company stockholders (including the proceeds attributable to Drag-Along Sellers) the sale of the Participanttotal sales price, based on each stockholder’s Shares not later than three (3) business days after the closing pro rata Share ownership, of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of Control or consideration paid pursuant thereto and shall furnish such other evidence of the one-hundred twenty (120) day period referred to in this Section, completion and time of completion of such sale or other disposition and the Controlling Stockholder terms thereof as may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionbe reasonably requested.

Drag-Along Rights. (a) If one or more Stockholders (Notwithstanding the “Controlling Stockholder”) wishes provisions of Section 2.01 and without first offering its shares of Common Stock to sell TPG as contemplated by Section 2.03(c), if TPG executes a binding agreement to transfer all or part of its shares of Common Stock to a Person making a Bona Fide Offer, then each of the capital stock Retaining Stockholders shall transfer, subject to the terms and conditions set forth below, at the sole election of TPG (exercisable by delivery to each of the Company owned by Retaining Stockholders of a copy of such binding agreement and a Drag-Along Notice at least 20 days prior to the Controlling Stockholder closing date specified in such Notice), all of its shares of Common Stock to such Person; provided that represents fifty percent (50%i) or more each of all the Retaining Stockholders shall receive from such Person the same per share consideration to be paid to TPG in such transaction, (ii) the consideration received in such transaction shall be the same as the consideration to be paid to TPG in such transaction and (iii) the closing of any transaction effected pursuant to this Section 2.05 shall be conditioned on the simultaneous purchase of TPG's shares of Common Stock; and provided, further, that the Retaining Stockholders shall not be obligated to transfer their shares of Common Stock pursuant to this Section 2.05 if at the time of TPG's transfer pursuant to such agreement (prior to giving effect thereto) TPG beneficially owns less than 40% of the voting power of all classes the Company. Notwithstanding the foregoing, in the event any Retaining Stockholder breaches its obligations under this Section 2.05 or, in the event that any representation and warranty of stock such Retaining Stockholder contained in the purchase agreement with the Person making the Bona Fide Offer is not true and correct as of the Company then outstanding in one transaction, date made or a series as of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for or such Retaining Stockholder shall fail to perform any covenant or agreement contained in such agreement or such Retaining Stockholder shall otherwise breach its obligations under such agreement and, in each case, such misrepresentation, breach or failure to perform such covenant or agreement results in the Sale Transactionnonsatisfaction of a condition precedent to such agreement (and the Person making the Bona Fide Offer does not waive such condition precedent), TPG shall be free to sell its shares of Common Stock to such Person without liability to any Retaining Stockholder under this Agreement and provide all documents required to be executed by the Participant such sale shall not limit or waive in order to consummate any respect any claim, right or cause of action that TPG may have against such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Retaining Stockholder in connection with respect of such Sale Transactionbreach.

Drag-Along Rights. (a) If one or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part a Stockholder who holds no less than 51% of the capital stock outstanding Common Stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding a “Dragging Stockholder”), receives a bona fide offer from a non‑affiliated Third Party Purchaser to consummate, in one transaction, or a series of related transactions, to a third-party who is not an Affiliate Change of such Controlling Stockholder Control (a “Sale TransactionDrag‑along Sale”), the Dragging Stockholder shall have the right to require that each other Stockholder (each, a “Drag‑along Stockholder”) participate in such Controlling Stockholder may, Transfer in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, manner set forth in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling 11, provided, however, that no Drag‑along Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares participate in the Drag‑along Sale if the consideration for the Drag‑along Sale is other than cash or a portion of his/her Shares at a purchase price per Share and upon registered securities listed on an established U.S. securities exchange or traded on the same terms as NASDAQ Stock Market. Notwithstanding anything to the shares contrary in this Agreement, each Drag‑along Stockholder shall vote in favor of the Controlling Stockholdertransaction and take all actions to waive any dissenters, appraisal or other similar rights. (b) The Controlling Dragging Stockholder who desires to shall exercise its Drag-Along Rights shall deliver rights pursuant to this Section 11 by delivering a written notice (the “Drag‑along Notice”) to the Participant Company and each Drag‑along Stockholder no later than 20 Business Days prior to execution of an agreement to effect a Drag‑along Sale. The Drag‑along Notice shall make reference to the Dragging Stockholder’s rights and obligations hereunder and shall describe in reasonable detail: (i) the number of shares of Common Stock to be sold by the Dragging Stockholder, if the Drag‑along Sale is structured as a Transfer of Common Stock; (ii) the identity of the Third Party Purchaser; (iii) the proposed date, time and location of the closing of the Drag‑along Sale; (iv) the per share purchase price and the Company setting forth the other material terms and conditions of the Sale Transaction Transfer, including a description of any non‑cash consideration in sufficient detail to permit the valuation thereof; and (including the v) a copy of any form of agreement proposed closing date for the Sale Transaction), and provide all documents required to be executed in connection therewith. (c) If the Drag‑along Sale is structured as a Transfer of Common Stock, then, subject to Section 11(d), the Dragging Stockholder and each Drag‑along Stockholder shall Transfer the number of shares equal to the product of (x) the aggregate number of shares of Common Stock the Third Party Purchaser proposes to buy as stated in the Drag‑along Notice and (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock and Common Stock Equivalents then held by such Dragging Stockholder or Drag‑along Stockholder, as the case may be, and (B) the denominator of which is equal to the number of shares of Common Stock and Common Stock Equivalents then held by all of the Stockholders (including, for the avoidance of doubt, the Dragging Stockholder). (d) The consideration to be received by a Drag‑along Stockholder shall be the same form and amount of consideration per share of Common Stock to be received by the Participant in order to consummate such Sale Transaction. The Participant shall deliver Dragging Stockholder (or, if the Dragging Stockholder is given an option as to the Controlling form and amount of consideration to be received, the same option shall be given) and the terms and conditions of such Transfer shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Dragging Stockholder at least seven Transfers its Common Stock. Each Drag‑along Stockholder shall make or provide the same representations, warranties, covenants, and agreements as the Dragging Stockholder makes or provides in connection with the Drag‑along Sale (7) business days prior except that in the case of representations, warranties, covenants, and agreements pertaining specifically to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Dragging Stockholder, the Company Drag‑along Stockholder shall cause its books make the comparable representations, warranties, covenants, and records agreements pertaining specifically to show itself); provided, that the Shares held all representations, warranties, covenants and indemnities shall be made by the Participant Dragging Stockholder and each Drag‑along Stockholder severally and not jointly and further provided that no Drag‑along Stockholder shall be required to provide any indemnification to the Third Party Purchaser other than in respect of actions taken or defaults caused by such Drag‑along Stockholder. (e) The fees and expenses of the Dragging Stockholder incurred in connection with a Drag‑along Sale shall be paid by the Dragging Stockholder and each Drag‑along Stockholder on a pro-rata basis based upon the amount of consideration received by such Person in such Drag-along Sale to the extent not paid or reimbursed by the Company or the Third Party Purchaser. (f) Each Drag‑along Stockholder shall take all actions as may be reasonably necessary to consummate the Drag‑along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Dragging Stockholder. (g) The Dragging Stockholder shall have been transferred pursuant 120 days following the date of the Drag‑along Notice in which to consummate the Drag‑along Sale, on the terms set forth in the Drag‑along Notice (which such 120 day period may be extended for a reasonable time not to exceed 180 days to the extent reasonably necessary to obtain any Government Approvals). If at the end of such period, the Dragging Stockholder has not completed the Drag‑along Sale, the Dragging Stockholder may not then effect a transaction subject to this Section 11 without again fully complying with the provisions of this Section 3.411. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her his Shares or a portion of his/her his Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) 12.1 If one there is no Qualified IPO by 31 December 2004, Initial Shareholders singly or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (together representing 50%) % or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from Initial Shareholders at the date hereof as set out in schedule 2 hereof may, at any time after 31 December 2004 and after having notified and requested the other Initial Shareholders in writing to join it/them (and other Initial Shareholders may accept such invitation within three Business days of receipt of the notice described and request by way of written notice to the addressors of the notice and request) in subsection 3.4(bthe exercise of their Drag Along Rights, propose to sell all their Shares (“Drag Along Shareholders”) aboveto any interested buyer (“Transferee”) of their choice (“Drag Along Sale”). The Drag Along Shareholders may, at their option, require all the other Shareholders (“Remaining Shareholders”) to consummate any Sale Transaction and, promptly after sell such consummation, shall notify amount of their respective Shares representing at least 51% of the effective interests in the PRC Subsidiaries via the Company (comprising all the Shares held by the Drag Along Shareholders and pro-rata amounts of Shares held by the Remaining Shareholders) to the Transferee by delivering to the Company and the Participant Remaining Shareholders written notice of their decision to that effectcompel the Remaining Shareholders to sell such amount of their respective Shares and participate in the Drag Along Sale (“Drag Along Notice”) on the same terms and conditions as the Drag Along Sale, save only the identity of the transferor. The Controlling Stockholder Remaining Shareholders shall also cause be required to participate in the Drag Along Sale on the terms and conditions set forth in the Drag Along Notice and to tender such amount of their respective Shares, as set forth below. 12.2 Where there is more than one interested buyer, the Transferee shall be the Buyer that offers the highest purchase price for Shares on terms satisfactory to the Investors. 12.3 Each of the Remaining Shareholders required to participate in the Drag Along Sale shall: 12.3.1 against payment of the consideration for the Shares by the Transferee, deliver to the Transferee the transfer documents and certificate(s) representing such amount of their respective Shares that such Remaining Shareholder is selling in the Drag Along Sale on or before the completion of the Drag Along Sale; 12.3.2 collect directly from the Transferee the consideration to be remitted paid for the Shares he is selling in the Drag Along Sale; and 12.3.3 co-operate in good faith to complete the Drag Along Sale to such Transferee hereunder. 12.4 In the event that any of the Remaining Shareholders should fail to deliver such transfer documents and certificate(s) to such Transferee, any Director is hereby authorised to execute and deliver the necessary transfer documents on that Remaining Shareholder’s behalf and the Company may receive the purchase money in trust for the Remaining Shareholder (which shall be paid into a separate bank account in the Company’s name) and cause the Transferee to be registered as the holder of such Shares. 12.5 The receipt by the Company of the purchase money shall be a good discharge to the Participant Transferee (who shall not be bound to see the proceeds attributable application thereof) and after the Transferee has been registered in purported exercise of the aforesaid powers the validity of the proceedings shall not be questioned by any person. 12.6 Any Shareholder who is the subject of a Drag Along Sale shall use all reasonable efforts to sell the respective required number of Shares in the Drag Along Sale in compliance with all applicable laws, without limitation, within 60 days from the delivery of the Drag Along Notice. 12.7 Promptly after the completion of the Drag Along Sale, the Drag Along Shareholders shall: 12.7.1 give notice thereof to the sale Company, and 12.7.2 furnish such other evidence of the Participant’s Shares not later than three (3) business days after completion and time of completion of such Drag Along Sale and the closing terms thereof as may be reasonably requested by the Company. 12.8 Each of the Remaining Shareholders represents and warrants in favour of the Transferee at the date of completion of the Drag Along Sale Transaction. If that: 12.8.1 the Shares being sold by them will be free of all liens, charges and encumbrances; and 12.8.2 they are the legal owners of such Shares, provided that any Remaining Shareholder who is an Initial Shareholder shall not be required to make any representation or warranty to the Transferee other than as set out in clauses 12.8.1 and 12.8.2, regardless of any requirements to the contrary stipulated in the Drag Along Notice. 12.9 There shall be no liability on the part of the Drag Along Shareholders to any of the Remaining Shareholders if the Drag Along Sale Transaction is not consummated prior completed for whatever reason. 12.10 Prior to the expiration completion of the one-hundred twenty (120) day period referred to in this Sectiondrag Along Sale, the Controlling Stockholder may not thereafter consummate Transferee shall execute a deed of adherence agreeing to be bound by the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionterms of this Agreement.

Drag-Along Rights. (a) If one or more Stockholders (Sxxxxxx Shareholders and Sxxxxxxxx Shareholders propose to Transfer Common Stock that constitutes a majority of outstanding Common Stock in a Transfer to which the “Controlling Stockholder”) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding purchase rights in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of Section 5.01 applies and such Controlling Stockholder Shareholders are Selling Shareholders (a “Sale TransactionMajority Sale”), such Controlling Stockholder mayand neither the Company nor the Shareholders other than the Selling Shareholders have exercised purchase rights set forth in Section 5.01 of this Agreement, then the Selling Shareholders shall have the option to require each other Shareholder (a “Draggable Shareholder”), to Transfer to the proposed transferee specified in its sole discretion, require the Participant to sell all or Notice described in Section 5.02 of this Agreement on the same proportionate amount terms and conditions described therein that percentage of Shares such Draggable Shareholder’s shares of Common Stock equal to the average percentage of shares of Common Stock of all Selling Shareholders being sold in the Majority Sale (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”), in connection with the proposed Transfer by the Selling Shareholders of their shares of Common Stock to such transferee. If In connection with such Transfer, no Draggable Shareholder shall be required to give any representations or warranties or indemnities other than with respect to itself, its title to the Controlling Stockholder exercises Common Stock and the transfer of such title to the transferee free and clear of all security interest, encumbrances, claims, liens or charges of any kind (this sentence not being intended to limit a Draggable Shareholder’s responsibility for any Purchase Price adjustment or its participation in escrow arrangements). (b) Upon deciding to exercise their Drag-Along Rights, the Participant Selling Shareholders shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall simultaneously notify the Company and each other Shareholder in writing of their intended exercise (the Participant to that effect“Drag-Along Notices”). The Controlling Stockholder shall also cause to Such Drag-Along Notices must be remitted to given no later than the Participant the proceeds attributable to the sale fifth business day of the Participant’s Shares not later than three (3) business days after the closing Disposal Period shall be given as provided in Section 9.01 of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionAgreement.

Drag-Along Rights. 27.1 Notwithstanding any other provision of these Articles, if: (a) If one or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part shareholders holding not less than 50.1% of the capital stock total number of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock shares of the Company then issued and outstanding (in one transactionthis Article 27, or a series the “Accepting Shareholders”) have agreed to transfer all of related transactions, their shares to a third-party who is not an Affiliate of such Controlling Stockholder person or persons acting at arm’s length to the Accepting Shareholders (in this Article 27, a “Sale TransactionPurchaser”); and (b) the Purchaser offers to purchase from each of the other shareholders (in this Article 27, such Controlling Stockholder maythe “Remaining Shareholders”) all of the shares of the Company held by the Remaining Shareholders (in this Article 27, in its sole discretion, require the Participant to sell all or “Remaining Shares”) for the same proportionate amount of Shares consideration and on the same terms and conditions as those agreed to by the Accepting Shareholders, and all such terms and conditions are set out in writing in a notice delivered to the Remaining Shareholders (including Restricted Shares at in this Article 27, the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along RightsOffer”). If , then the Controlling Stockholder exercises its Drag-Along Rights, the Participant Remaining Shareholders shall be required to sell his/her and transfer the Remaining Shares or a portion of his/her Shares at a purchase price per Share to the Purchaser on the terms and upon conditions set out in the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice Offer. 27.1 If any of the Remaining Shareholders (in this Article 27, the “Delinquent Holders”) fails to transfer its Remaining Shares to the Participant Purchaser on the terms and conditions set out in the Drag-Along Offer, the Purchaser shall have the right to deposit the applicable consideration for such Remaining Shares in a special account at any financial institution or in a trust account of the Company’s lawyers in Canada, to be paid, without interest, to such Delinquent Holder upon presentation and surrender to such financial institution or solicitors, as applicable, of the share certificates representing such Delinquent Holder’s Remaining Shares, duly endorsed for transfer to the Purchaser. Upon such deposit being made, the Remaining Shares in respect of which the deposit was made shall be automatically (without any further action of any kind on the part of the Delinquent Holder or the Purchaser) be deemed to be transferred to and purchased by the Purchaser and shall be transferred on the registers of the Company to the Purchaser and the Company setting forth the terms rights of the Sale Transaction (including Delinquent Holder in respect of such Remaining Shares after such deposit shall hereby be limited to receiving, without interest, the proposed closing date amount so deposited against presentation and surrender of the certificates representing such Remaining Shares, duly endorsed for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver transfer to the Controlling Stockholder at least seven (7) business days prior Purchaser. 27.2 The Company, or any officer thereof, shall be and hereby is irrevocably constituted and appointed as the true, lawful and irrevocable attorney of each Delinquent Holder, with full power of substitution, to the proposed closing date referred to above execute all documents and certificatestake any and all actions as may be necessary or desirable to perform any and all obligations of the Delinquent Holder arising pursuant to this Article 27, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver in executing such documents and taking such actions, to use the Controlling Stockholdername of the Delinquent Holder whenever and wherever it may be considered necessary or expedient. 27.3 Articles 27.1, 27.2 and 27.3 will not apply if and for so long as the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4is a public company. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one or more Stockholders (In the “Controlling Stockholder”) wishes event MB elects to sell all or part of the capital stock of the complete a Transaction, MB may elect to cause Management Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding to participate in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder Transaction (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along RightsRight”). If MB shall notify Management Company of the Controlling Stockholder exercises its terms thereof and the Units to be sold by Management Company (the “Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (bNotice”) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven thirty (730) business days prior to the proposed anticipated date set for the closing date referred to above all documents of the Transaction, together with a statement including the material terms of the transaction and certificates, correctly endorsed and executed, necessary to close the Sale Transactionidentity of the parties. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions For a period of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (12020) days from the date of delivery of such Drag-Along Notice, Management Company shall have the right by giving written notice described to MB (a “Drag-Along Election”) to elect to (a) participate in subsection 3.4(bthe transaction by including Units owned by Management Company in an amount equal to its Designated Percentage according to the terms of the Drag-Along Notice, or (b) above, sell its Designated Percentage of its Units to consummate any Sale Transaction and, promptly after MB or such consummation, shall notify party as MB may designate for cash equal to the amount that Management Company would receive in its capacity as a Member of the Company in respect of the Designated Percentage of its Units if the assets of the Company were sold at a cash price equal to their Fair Market Value (determined in the manner provided for under Section 4.4) and the Participant cash proceeds of such sale were distributed after payment or provision for all Company liabilities. Notwithstanding the foregoing, if a Drag-Along Notice is delivered to Management Company in connection with a Transaction that effect. The Controlling Stockholder shall also cause could reasonably be expected to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated completed prior to the expiration EBITDA Trigger Date, Management Company may deliver the Drag-Along Election within fifteen (15) days of receipt of a copy of the one-hundred twenty Appraiser’s determination of Fair Market Value to either (120y) day period referred sell the Designated Percentage of its Units for the cash amount determined based on such appraisal, or (z) require the Board to cause the Company to be liquidated and dissolved. Management Company shall transfer in this Section, the Controlling Stockholder may not thereafter consummate Transaction its Designated Percentage as determined below. The “Designated Percentage” of Management Company included by MB in the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return be equal to the Participant total of all documents previously delivered Ownership Percentages represented by Units proposed to be sold in the Transaction multiplied by the Ownership Percentage of the total issued and outstanding Class A Membership Units (prior to the Controlling Stockholder EBITDA Trigger Date) or Class A and Class B Membership Units (after the EBITDA Trigger Date if the Minimum EBITDA Threshold has been satisfied for the EBITDA Measurement Period) of the Company represented by the Units owned by the Management Company, unless otherwise agreed by MB and Management Company. Management Company agrees to execute any purchase agreements or other documents required by the purchaser in connection with such Sale Transactionthe Transaction and to cause Non-Competition Agreements to be executed and delivered by the Management Principals if the Transaction includes all Class A Membership Units then owned by the Management Company, as a condition to its participation therein.

Drag-Along Rights. (a) If one at any time after the fourth anniversary of the date hereof Heico or more Stockholders (the “Controlling Stockholder”) wishes JOHCM proposes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding Shares to a Third Party Purchaser in one transaction, a single transaction or a series of related transactionstransactions and such Company Shares constitute at least 50% of the total Company Shares initially owned by Heico or JOHCM, to a third-party who is not an Affiliate of such Controlling Stockholder as applicable, the Transferor may, by giving written notice (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares"DRAG-ALONG NOTICE") as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder other Securityholders at least seven (7) business days 10 Business Days prior to the proposed closing date referred of such sale, which notice shall set out the identity of the Third Party Purchaser and the consideration and other material terms and conditions of such sale, require each such Securityholder to above all documents sell the same percentage of its Company Shares as the percentage of the Company Shares that the Transferor is proposing to sell are of the total Company Shares owned by Transferor, at the same time for the same consideration per share and certificatesotherwise on the same terms (including covenants, correctly endorsed representations, warranties and executedindemnities) and conditions, necessary MUTATIS MUTANDIS. (b) If at anytime the Company, with the approval of the Board, proposes to close the Sale Transaction. If the Participant fails to deliver such documents merge with another unaffiliated Entity or enter into an arrangement having an effect substantially similar to the Controlling Stockholdereffect of a transaction described in SECTION 10.5(a), each Securityholder shall vote all the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions it in favor of this Section 3.4such merger or arrangement and not exercise any dissenter's or appraisal rights with respect thereto. (c) Notwithstanding the foregoing, unless the sale to the Third Party Purchaser proposed by the Transferor receives approval by the majority of Company Shares, a Securityholder shall only be required to sell Company Shares pursuant to SECTION 10.5(a) or vote Shares in favor of a transaction pursuant to SECTION 10.5(b) if the consideration payable to the Securityholders in such sale or transaction is to be payable in cash or marketable securities (or a combination of cash and marketable securities). (d) The Controlling Stockholder shall have one hundred twenty (120) days from the date representations and warranties to be given in favor of the notice described Third Party Purchaser by each Securityholder required to sell all or any part of its Company Shares pursuant to the exercise by the Transferor of its Drag-Along Rights (excluding representations and warranties that relate solely to such Securityholder or the securities to be sold by it) shall be given on the basis of the best knowledge and belief of the Securityholder and the liability of each such Securityholder in subsection 3.4(brespect of any representations and warranties to be given in favor of the Third Party Purchaser (excluding representations and warranties that relate solely to such Securityholder or the securities to be sold by it) above, shall be several and limited to consummate the percentage of the total liability for any Sale Transaction and, promptly after breach or inaccuracy of or other consequences of such consummation, shall notify representations and warranties equal to the percentage that the Company Shares sold by it represent of the total number of Company Shares being sold to the Third Party Purchaser by all parties and the Participant to that effect. The Controlling Stockholder total liability of such Securityholder for all representations and warranties given by it in favor of the Third Party Purchaser shall also cause to be remitted limited to the Participant the proceeds attributable to the sale stated amount of the Participant’s consideration received by it for the Company Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionsold by it.

Drag-Along Rights. (a) If one or more Stockholders (there should be a Drag-Along Transaction, the “Controlling Stockholder”) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder General Partner may, in its sole discretion, require (the Participant “Drag-Along Right”) each Limited Partner (other than a Class A Limited Partner) to (A) sell all or (but not less than all) of the same proportionate amount Units (together with an equal number of Shares (including Restricted Shares at the Controlling Stockholder’s optionassociated shares of Capital Stock, in which case if any) then held by that Partner to the Shares to be sold will become Vested Shares) as the Controlling Stockholder purchaser in accordance with this Section 3.4 7.9.2 or (“B) require that Partner to surrender those Units (together with an equal number of the associated shares of Capital Stock, if applicable) for redemption by the Partnership, as the transaction may require, subject to all applicable provisions of this Section 7.9. Notwithstanding the foregoing, the General Partner may, in its sole discretion, allow any Person owning Units of record or beneficially that is employed by the SSG Group to retain, and exclude from a Drag-Along Rights”). If the Controlling Stockholder exercises its Transaction, a portion of those Units in connection with any Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling StockholderTransaction. (b) The Controlling Stockholder who desires General Partner shall give notice to exercise its each other Partner, not fewer than thirty (30) days prior to the consummation of any contemplated Drag-Along Rights shall deliver a notice to the Participant and the Company Transaction, setting forth the principal terms of the Sale Drag-Along Transaction (including the proposed closing date for date) in reasonable detail and advising as to whether its Drag-Along Rights are exercised or waived. (c) If the Sale General Partner elects to exercise the Drag-Along Right in connection with a Drag-Along Transaction), and it shall provide to each other Partner all documents required to be executed by the Participant in order each of them to consummate such Sale the Drag-Along Transaction prior to the closing date of the Drag-Along Transaction. The Participant Each other Partner shall deliver (or cause to be delivered) to the Controlling Stockholder at least seven (7) business days prior to General Partner, before the proposed closing date referred to above of the Drag-Along Transaction, all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transactionsuch documents. If the Participant any Partner fails to deliver such (or cause to be delivered) these documents to and the Controlling StockholderDrag-Along Transaction is subsequently consummated, the Company Partnership shall cause its books and records to show that the Shares held Units owned of record or beneficially by the Participant have been transferred pursuant to defaulting Partner or beneficial owner, as applicable, are bound by the provisions of this Section 3.47.9 and that they may be Transferred only to the Persons who purchased the Units in the Drag-Along Transaction or, in the case of a Drag-Along Transaction that is structured as a redemption of Units, to the Partnership for redemption. (cd) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted Notwithstanding anything to the Participant the proceeds attributable contrary in this Agreement, in no event shall any Class C Limited Partner be subject to the sale of the ParticipantDrag-Along Right if such Class C Limited Partner is required to enter into, or be bound by or subject to any provision in (or agree or commit to enter into or be bound by or subject to), any non-solicitation, non-competition or similar restrictive covenant that would materially limit or restrict such Class C Limited Partner’s Shares not later than three (3) freedom to engage in any business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionor investment activity.

Drag-Along Rights. (a) If one or more Stockholders (In the “Controlling Stockholder”) wishes to sell all or part event of any proposed Transfer of shares of Common Stock by any of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding Existing Shareholders in one any transaction, or a series of related transactions, involving shares of Common Stock aggregating at least 51% of the Fully Diluted Number of shares Common Stock to a third-party who is not an Affiliate of any other Person (such Controlling Stockholder (a “Sale Transaction”other Person being hereinafter referred to as the "Proposed Purchaser"), such Controlling Stockholder maypursuant to an arms-length negotiation and other than pursuant to an Exempt Transfer, in its sole discretion, the Existing Shareholders shall have the right to require each holder of Warrants and Warrant Shares to transfer to the Participant to sell all or the same proportionate amount Proposed Purchaser a number of Warrant Shares (and/or Warrants exercisable for a number of Warrant Shares) owned by such holder equal to (1) the total number of shares (including Restricted Shares at the Controlling Stockholder’s optionnumber of shares of Common Stock issuable upon the exercise of Warrants) owned by such holder, in multiplied by (2) a fraction, the numerator of which case is the Shares number of shares to be sold will become Vested Shares) as by the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”)Existing Shareholders to the Proposed Purchaser and the denominator of which is the total number of shares then owned by the Existing Shareholders. If the Controlling Stockholder exercises its Drag-Along Rights, the Participant Any Warrants or Warrant Shares purchased from holders of Warrants pursuant to such provision shall be required to sell his/her Shares or a portion of his/her Shares paid for at a purchase the same price per Share security and upon the same terms as and conditions of such proposed transfer by such Existing Shareholders; provided, that the price to be paid by the Proposed Purchaser shall equal the price proposed to be paid per Warrant Share for which such Warrant is exercisable less the exercise price of such Warrant. The Company or the Existing Shareholder proposing to engage in such Transfer shall notify, or cause to be notified, each holder of Warrants in writing of each such proposed transfer at least 15 days prior to the date thereof. Such notice shall set forth (1) the name of the Proposed Purchaser and the number of shares of Common Stock proposed to be transferred, (2) the Controlling Stockholder. name and address of the Proposed Purchaser, (b3) The Controlling Stockholder who desires to exercise its Drag-Along Rights the proposed amount of consideration and terms and conditions of payment offered by such Proposed Purchaser (if the proposed consideration is not cash, the notice shall deliver a notice to the Participant and the Company setting forth describe the terms of the Sale Transaction proposed consideration) and (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (74) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Proposed Purchaser has been informed of the "Drag-Along Right" and has agreed to purchase the Warrants or Warrant Shares held by in accordance with the Participant have been transferred pursuant to terms of the provisions Agreement or that the selling Existing Shareholders will make such purchase. In the event that the Proposed Purchaser does not purchase Warrants or Warrant Shares from holders of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days Warrants on the same terms and conditions as purchased from the date of Existing Shareholders, then the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after Existing Shareholders making such consummation, Transfer shall notify purchase such Warrants and Warrant Shares if the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionTransfer occurs.

Drag-Along Rights. (a) If one or more Stockholders (at any time the “Controlling Stockholder”) wishes Original Limited Partner approves a transaction to sell its Limited Partner Units, or to sell, convey, transfer or otherwise dispose of all or part substantially all of the capital stock Partnership's assets, property or business or merge the Partnership into or consolidate the Partnership with any other Person (including, without limitation, a merger or consolidating transaction authorized by Section 3.3 hereof) or effect any transaction or series of the Company owned by the Controlling Stockholder that represents related transactions in which more than fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or Limited Partner Units are disposed of (collectively a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“"Drag-Along Rights”Transaction"). If , then, upon thirty (30) days' written notice to the Controlling Stockholder exercises its other Limited Partners and the General Partner (the "Drag-Along RightsNotice"), the Participant shall Original Limited Partner may require each other Limited Partner to vote in favor of such Drag-Along Transaction and, if applicable, to sell, transfer and deliver, or cause to be required sold, transferred and delivered, to sell his/her Shares the purchaser or a portion acquiror in the Drag-Along Transaction all of his/her Shares such Limited Partner's Limited Partner Units at a purchase price per Share the closing thereof (free and upon clear of all liens, claims or encumbrances except those arising under this Agreement and those made pursuant to the same terms as the shares of the Controlling StockholderIASIS's credit facility). (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights Notice shall deliver set out, in reasonable detail, (i) information concerning the identity of the purchaser, (ii) the nature and amount of the consideration to be received by the Limited Partners in the transaction, (iii) a notice description of the other material terms and conditions of the proposed sale and (iv) the proposed time and place of the closing of the transaction. (c) Any Limited Partner that is required to sell all or any portion of his Limited Partner Units in a Drag-Along Transaction shall be required to execute such documents as are necessary, in the sole and absolute discretion of the Original Limited Partner, to accomplish the Drag-Along Transaction and to make such representations and warranties as to the Participant Partnership and the Company setting forth the terms its business in favor of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed third party purchaser as are made by the Participant Original Limited Partner in order favor of the third party purchaser. (d) In the event the Original Limited Partner exercises his rights described in Section 12.12(a) above in connection with a Drag-Along Transaction that requires a vote of the Limited Partners to consummate approve, including a merger, consolidation, sale of substantially all of the assets of the Partnership or other similar transaction, such Sale Transactionother Limited Partners shall vote their Limited Partner Units as the Original Limited Partner votes thereon. The Participant shall deliver Each Limited Partner, other than the Original Limited Partner, hereby constitutes and appoints the Original Limited Partner as its true and lawful proxy and attorney-in fact to vote the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares Limited Partner Units held by the Participant have been transferred pursuant to such Limited Partner in accordance with the provisions of this Section 3.412.12. Each such Limited Partner acknowledges that the proxy granted hereby is irrevocable, being coupled with an interest. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. If Endo LLC shall propose to Transfer at ----------------- least 60% of all shares of Common Stock then owned by Endo LLC to a Third Party, then (a) If one or more Stockholders (in addition to the “Controlling Stockholder”) wishes to sell all or part rights of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%Employee Stockholders to participate in such Transfer pursuant to Section 5.6(a) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder hereof) Endo LLC may, in at its sole discretionoption, require the Participant Employee Stockholders (collectively, the "Remaining Holders") to sell all or include in such Transfer to the same proportionate amount Third Party such number of Shares (including Restricted Shares at the Controlling Stockholder’s optionshares of Common Stock then owned by such Remaining Holder, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder determined in accordance with this Section 3.4 5.6. Endo LLC shall send written notice (“the "Drag-Along Rights”)Notice") of the ----------------- exercise of their rights pursuant to this Section 5.6(b) to each of the Remaining Holders, setting forth the consideration per share to be paid by the Third Party and the other material terms and conditions of such transaction. If the Controlling Stockholder exercises its The Drag-Along Rights, Notice shall state that the Participant Remaining Holders shall be required to sell his/her Shares or a portion participate in the proposed Transfer of his/her Shares at a purchase price per Share shares of Common Stock to the Third Party according to the terms and upon conditions of this Section 5.6(b) and for the same terms as type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the shares Third Party. Within 15 days following the receipt of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights Notice, each of the Remaining Holders shall deliver to a notice to representative of Endo LLC designated in the Participant and the Company setting forth the terms Drag-Along Notice certificates representing all shares of the Sale Transaction (including the proposed closing date for the Sale Transaction)Common Stock held by such Remaining Holder, and provide duly endorsed, together with all other documents required to be executed by in connection with such transaction. In the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails event that any Remaining Holder should fail to deliver such documents certificates to the Controlling StockholderEndo LLC, the Company shall cause its the books and records of the Company to show that the Shares held such shares are bound by the Participant have been transferred pursuant to the provisions of this Section 3.4. 5.6(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (cx) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Common Stock then owned by such Remaining Holder, and the denominator of which shall be the total number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Remaining Holders. The Controlling Stockholder maximum number of shares of Common Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 5.6(b) shall be the total number of shares of Common Stock then owned by such Remaining Holder. If, within 120 days after Endo LLC gave the Drag-Along Notice, it shall not have one hundred twenty (120) days from completed the date Transfer of all the shares of Common Stock of the notice described Remaining Holders in subsection 3.4(b) aboveaccordance with this Section 5.6(b), to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and Endo LLC shall return to each of the Participant Remaining Holders all documents previously certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 5.6(b). Promptly (but in no event later than 5 days) after the Controlling Stockholder in connection with such Sale Transaction.consummation of the Transfer of Common Stock of Endo LLC and Remaining Holders pursuant to this

Drag-Along Rights. (a) If at any time one or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part stockholders of the Company alone or together holding a majority of the then issued and outstanding capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) have agreed to sell, assign or more of all the voting power of all classes of otherwise transfer such capital stock of the Company (a "Transfer of Control") so held by such stockholders (the "Majority Stockholders") to the same purchaser or group of purchasers (collectively, the "Purchaser"), then outstanding in one transactionsuch Majority Stockholders shall have the right, or a series of related transactionsbut not the obligation, upon written notice to the Holder, to require the Holder to: (a) sell, assign or transfer this Warrant and all Warrant Shares held by the Holder to such Purchaser, (b) exercise and convert this Warrant in full and sell, assign and transfer and all Warrant Shares held by the Holder prior to such exercise or conversion together with all Warrant Shares issuable to the Holder as a third-party who is not an Affiliate result of such Controlling Stockholder exercise and conversion to such Purchaser; or (c) exercise and convert this Warrant in part and sell, assign and transfer this Warrant and all Warrant Shares issuable to the Holder as a “Sale Transaction”)result of such partial exercise or conversion to such Purchaser; provided, however, that in no event shall the Holder be required to exercise this warrant if the Current Market Price Per Share is less than the Purchase Price. Any such Controlling Stockholder maysale, in its sole discretion, require assignment or transfer by the Participant Holder of this Warrant or any Warrant Shares to sell all or the Purchaser shall be on the same proportionate amount substantive economic terms and conditions applicable to the Transfer of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”)Control. If the Controlling Stockholder exercises its Drag-Along RightsIn such event, the Participant Holder will take such necessary and appropriate actions as shall be required to sell his/her Shares implement such sale, assignment or a portion of his/her Shares at a purchase price per Share and upon the same transfer in accordance with such reasonable terms as are agreed to by the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant Majority Stockholders and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale TransactionPurchaser. If at the Participant fails to deliver end of 180 days following the date such documents to Holder was notified of such sale assignment or transfer the Controlling StockholderMajority Stockholders have not completed such transaction, the Company Holder shall cause its books and records to show that the Shares held by the Participant have been transferred be released from his obligations pursuant to the provisions of this Section 3.411.1. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one at any time the Sponsor Group receives an offer from a Third Party to effect or more Stockholders otherwise proposes to effect with a Third Party a transaction that would constitute a Change in Control or a Walgreens Acquisition (a “Drag-Along Sale”), then each member of the Management Stockholder Group hereby agrees that, upon the request of the Sponsor Group pursuant to a written notice (the “Controlling StockholderDrag-Along Sale Notice”) wishes to sell all or part of the capital stock of the Company owned provided by the Controlling Stockholder that represents fifty percent Sponsor Group at least ten (50%10) or more of all Business Days prior to the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate proposed consummation of such Controlling Stockholder Drag-Along Sale (a the “Sale TransactionDrag-Along Notice Date”), such Controlling Stockholder may, in its sole discretion, require the Participant to member shall sell all or the same proportionate amount a number of Shares owned by him, her or it to such Third Party in an amount (including Restricted Shares at which amount shall be determined in the Controlling Stockholder’s option, in which case sole discretion of the Shares Sponsor Group) up to the product (rounded to the nearest whole number) of (i) the quotient determined by dividing (A) the total number of shares of Stock and Stock Equivalents that are proposed to be sold will become Vested Shares) as by the Controlling Stockholder Sponsor Group to the Third Party purchaser in accordance with this Section 3.4 (“the contemplated Drag-Along Rights”). If Sale by (B) the Controlling Stockholder exercises its total number of shares of Stock and Stock Equivalents owned by the Sponsor Group as of the close of business on the day immediately prior to the Drag-Along RightsNotice Date, and (ii) the Participant shall be required total number of Shares owned, or issuable upon exercise of any vested Stock Equivalents that are exercisable (or would become vested and exercisable as a result of the contemplated Drag-Along Sale, if any), by such member as of the close of business on the day immediately prior to sell his/her Shares or a portion of his/her Shares the Drag-Along Notice Date, at a purchase the same price per Share share of Stock and upon substantially the same terms as the shares and conditions of the Controlling Stockholderoffer so accepted by the Sponsor Group, including representations, warranties, covenants, agreements and indemnities substantially similar to those to be made by the Sponsor Group (except that, (I) in the case of representations and warranties pertaining specifically to the Sponsor Group, each member of the Management Stockholder Group shall make comparable representations and warranties pertaining specifically to himself, herself or itself and (II) if the Drag-Along Sale involves any non-cash consideration, any rights or restrictions with respect to the non-cash consideration payable to each member of the Management Stockholder Group shall be proportionate to the relative size of ownership of such non-cash consideration, but shall not include any demand registration rights or board seats, consent rights or other governance rights); provided, that (x) all representations, warranties, agreements, covenants and indemnities shall be made by the Sponsor Group and the members of the Management Stockholder Group severally and not jointly, and (y) the maximum liability a member of the Management Stockholder Group shall have with respect to breaches thereof shall not exceed the value (at such time) of the aggregate proceeds received by such member in connection with the Drag-Along Sale; provided, further, that any such liability of such member shall be satisfied first by the return of any cash proceeds received by such member (including the cash proceeds from the sale of any securities or other non-cash consideration received by such member) and second by the return of any non-cash consideration (including securities) received by such member. Upon the Sponsor Group providing the Drag-Along Sale Notice, in the event that a member of the Management Stockholder Group does not hold a sufficient number of Shares to meet its obligations under this Section 3(a), then a sufficient number of Stock Equivalents (that are vested and exercisable at any time up to and including the date immediately prior to the consummation of the Drag-Along Sale) shall be exercised by such member (which may be performed by using a net exercise method if approved by the Board or a committee thereof) to cover any such shortfall and the Shares issued upon such exercise shall be subject to the drag-along rights set forth in this Section 3(a). Any such Stock Equivalents that are required to be exercised to cover such shortfall but are not so exercised pursuant to this Section 3(a) shall automatically be cancelled without any consideration paid therefor. In the event that a member of the Management Stockholder Group does not have a sufficient number of such Stock Equivalents to cover such shortfall, such member shall exercise all such Stock Equivalents then held by such member in full satisfaction of its obligations with respect to the Drag-Along Sale (which may be performed using a net exercise method if approved by the Board or a committee thereof). (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.43 shall apply regardless of the form of consideration received in the Drag-Along Sale; provided, that, in the event the consideration to be paid in exchange for shares of Stock in a proposed Drag-Along Sale includes any securities, and the receipt thereof by a member of the Management Stockholder Group required to sell Shares pursuant to Section 3(a) hereof would require (as determined by the Sponsor Group, upon the advice of its counsel) under applicable law (x) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required by the receipt of such securities by the Sponsor Group, or (y) the provision to any such member of any specified information regarding such securities or the issuer thereof that is not otherwise required to be provided for in connection with the Drag-Along Sale, then, in either case of (x) or (y), in lieu of receiving such securities (as determined by the Sponsor Group in its sole discretion), such member may, receive cash consideration equal to the fair market value of such securities (as determined by the Sponsor Group in good faith). (c) The Controlling members of the Management Stockholder Group shall cooperate reasonably with the Sponsor Group in connection with the consummation of the transactions contemplated by Section 3(a) hereof and, in the event that the Drag-Along Sale is (i) a merger or other business combination of the Company with a Third Party (or an Affiliate thereof) or (ii) a purchase of all or substantially all of the assets of the Company (and/or its subsidiaries), then, upon the demand of the Sponsor Group, such members shall be required to vote all Shares they hold (or execute one or more written consents) in favor of (and not otherwise oppose) the merger or business combination or sale of all or substantially all of the assets of the Company (and/or its subsidiaries) as described in such offer, and otherwise to take all actions reasonably necessary or appropriate to facilitate the consummation of the proposed transaction, including waiving any and all dissenters or appraisal rights with respect thereto. (d) Any expenses incurred for the benefit of the Company or all selling equityholders of the Company, and any indemnities, holdbacks, escrows and similar items relating to the Drag-Along Sale, that are not paid or established by the Company (other than those that relate solely to representations, warranties or indemnities concerning a member of the Management Stockholder Group or the ownership of his, her or its Stock or Stock Equivalents shall be paid or established by all selling stockholders pro rata based on the Stock being sold by each of them in the Drag-Along Sale (or, if Stock is not being sold in such Drag-Along Sale, pro rata based on the net transaction proceeds to be received by each of them in the transaction). (e) The Sponsor Group shall have one hundred twenty the sole right to decide (120in its sole discretion) days from whether or not to pursue, consummate, postpone or abandon any Drag-Along Sale and the date terms and conditions thereof. (f) Prior to an Initial Public Offering, the Sponsor Group shall be entitled to require all members of the notice described Management Stockholder Group to participate in subsection 3.4(b) aboveany recapitalization or restructuring transaction in connection with which Stock is converted or exchanged, pro rata, for new equity securities (the terms and conditions of which shall not be materially and disproportionately adverse to consummate any Sale Transaction andsuch member relative to any other holder of Stock), promptly after such consummation, shall notify the Company and the Participant to that effectwhether in preparation for an Initial Public Offering or otherwise. The Controlling other provisions of this Section 3 shall apply to any such transaction, mutatis mutandis. (g) Upon written request by the Sponsor Group in connection with a Drag-Along Sale, each member of the Management Stockholder shall also cause Group will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Sponsor Group with respect to the Shares which are to be remitted sold by such member of the Management Stockholder Group pursuant hereto, containing customary provisions and providing, among other things, that such member will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates (if such shares are certificated) representing such Shares (with undated stock powers duly endorsed in blank for transfer by the registered owner or owners thereof) and irrevocably appointing such custodian and attorney-in-fact as such member’s agent and attorney-in-fact with full power and authority to act on such member’s behalf with respect to the Participant the proceeds attributable to the sale matters specified therein (a “Custody Agreement and Power of the Participant’s Shares not later than three Attorney”). (3h) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated The rights set forth in this Section 3 shall terminate immediately prior to the expiration consummation of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionan Initial Public Offering.

Drag-Along Rights. (a) If one a person or more Stockholders entity (the “Controlling StockholderOfferor”) wishes offers to sell purchase all or part of the capital stock Company’s outstanding shares in any Acquisition Transaction (as defined in Article 124 of the Company owned by the Controlling Stockholder that represents fifty percent (50%Restated Articles) or more Sale of all the voting power of all classes of stock Assets (as defined in Article 124 of the Company then Restated Articles) and Shareholders holding at least (i) a majority of the aggregate number of the Company’s outstanding in one transactionOrdinary Shares and (ii) a majority of the aggregate number of the Company’s outstanding Preference Shares, or with such Preference Shares voting together on as-converted basis and not as a series separate series, (the “Accepting Shareholders”) accept such offer, the Accepting Shareholders are entitled to give all (but not less than all) of related transactions, to the remaining shareholders (“Remaining Shareholders”) a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 written notice (“Drag-Along RightsNotice”). If ) and require each Remaining Shareholder to sell to the Controlling Stockholder exercises its Offeror all of the Ordinary Share and/or Preference Shares held by each such Remaining Shareholder at the same price and on the same terms and conditions specified in the Drag-Along RightsNotice. The Drag-Along Notice shall specify (i) the identity of the Offeror; (ii) the price payable for each class or series of the Company’s shares; and (iii) all other material terms and conditions of the offer made by the Offeror. Such Drag-Along Notices shall be delivered by the Accepting Shareholders to the Company to the attention of the Company’s Chief Executive Officer and General Counsel, and the Participant Company shall thereupon cause such notices to be transmitted to each Remaining Shareholders at its registered address maintained with the Company. Charges for such transmittal shall be against the account of the Accepting Shareholders, who will be required to sell his/her Shares or indicate the method of transmission to be used by the Company in this regard (e.g., regular post, express courier, etc.). The Company may require advance payment of funds from the Accepting Shareholders to cover the costs of transmitting such notices. In furtherance of a portion sale of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires Company pursuant to exercise its Drag-Along Rights shall deliver a notice to the Participant this Section 5.1 and the Company setting forth the terms Article 31 of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling StockholderRestated Articles, the Company shall cause its books and records is authorized to show that sell the Ordinary Shares and/or Preference Shares held by the Participant have been transferred Remaining Shareholders on behalf of the Remaining Shareholders, and pursuant to such authorization, may execute all documents necessary to effectuate the sale and transfer of such shares on behalf of the Remaining Shareholders. Notwithstanding the foregoing provisions of this Section 3.4. (c) The Controlling Stockholder 5.1, the Remaining Shareholders shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) abovenot be obligated to sell their Ordinary Shares and/or Preference Shares, to consummate any Sale Transaction and, promptly after such consummation, shall notify and the Company and shall not be authorized to sell the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to Ordinary Shares and/or Preference Shares held by the Participant Remaining Shareholders in accordance with the proceeds attributable to preceding sentence, if the Accepting Shareholders do not complete the sale of the Participant’s all of their Ordinary Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior and/or Preference Shares to the expiration of Offeror on the onesame terms and conditions specified in the Drag-hundred twenty Along Notice. This Section 5.1 shall terminate upon the earlier of: (120i) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction Company’s IPO; or (without complying again with subsection 3.4(bii) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactiona Merger.

Drag-Along Rights. (a) If one NRF Partner receives a bona fide offer from an Independent Third Party to consummate, in a transaction or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate Change of such Controlling Stockholder Control (a “Sale TransactionDrag-along Sale”), NRF Partner shall have the right to require that NHI Partner participate in such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or Transfer on the same proportionate amount terms and conditions offered to NRF Partner; provided, however, that NHI Partner shall not be required to Transfer any of Shares (including Restricted Shares at its interest herein if the Controlling Stockholder’s option, in which case consideration for the Shares Drag-along Sale is other than cash or registered securities listed on an established U.S. securities exchange. 15.3.1 NRF Partner shall exercise its rights pursuant to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 15.3 by delivering a written notice (the “Drag-Along Rightsalong Notice”) to NHI Partner (with a copy to the Partnership). If , as soon as reasonably practicable, but in no event more than ten days after the Controlling Stockholder exercises its execution and delivery by all the parties thereto of the definitive agreement entered into with respect to the Drag-Along Rights, the Participant shall be required to sell his/her Shares along Sale or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business later than 30 days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described Drag-along Sale. 15.3.2 The Drag-along Notice shall make reference to NRF Partner’s rights and obligations hereunder and shall describe in subsection 3.4(breasonable detail: (i) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify information about the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale identity of the Participant’s Shares not later than three Independent Third Party; (3ii) business days after the proposed date, time and location of the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to Transfer; (iii) the expiration amount of the oneinterest to be sold by NRF Partner in the Drag-hundred twenty along Sale, (120iv) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction purchase price; (without complying again with subsection 3.4(bv) above) all details of the payment terms and shall return all other material terms and conditions, including the nature of the representations and warranties to be made and the Participant all documents previously delivered indemnities to the Controlling Stockholder be given, in connection with the proposed Drag-along Sale; and (vi) a copy of any form of agreement proposed to be executed in connection therewith. The purchase price shall be expressed in U.S. dollars, whether or not the form of consideration is wholly or partially cash or cash equivalents (included with the description of the purchase price shall be a description of any non-cash consideration in sufficient detail to permit the valuation thereof). 15.3.3 NHI Partner shall sell in the Drag-along Sale the percentage of its Percentage Interest equal to the product obtained by multiplying (i) the Percentage Interest held by NHI Partner by (ii) a fraction (x) the numerator of which is equal to the Percentage Interest NRF Partner proposes to Transfer in the Drag-along Sale and (y) the denominator of which is equal to the Percentage Interest held by NRF Partner at such Sale Transactiontime.

Drag-Along Rights. Subject to the other restrictions in this Agreement, in the event a Selling Shareholder and/or the Corporation proposes to consummate a transaction or series of transactions with a third party (a) If one other than a an individual, corporation, partnership, association, trust or more Stockholders (the “Controlling Stockholder”) wishes to sell all entity which is directly or part indirectly controlled by, or under common control of the capital stock Selling Shareholder or a family member of the Company owned by the Controlling Stockholder that represents fifty percent (Selling Shareholder), which transaction or series of transactions results in such third party owning 50%) % or more of all the voting power of all classes of stock of Corporation's capital stock, the Company then outstanding Selling Shareholder and/or the Corporation shall provide the Remaining Shareholder (it being understood that both Shareholders may the Remaining Shareholders in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder this instance) with written notice (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“"Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares Notice") of the Controlling Stockholder. (bdate(s) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to of the Participant proposed transaction(s) and the Company setting forth the all terms of the Sale Transaction (including the such proposed closing date for the Sale Transaction), and provide all documents required to be executed transaction(s) by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business thirty days prior to the effective date of such proposed closing date referred transaction(s). In such event, the Remaining Shareholder may, by giving written notice to above the Selling Shareholders and/or the Corporation, as the case may be, within fifteen days after the receipt of a Drag-Along Notice, require the Selling Shareholder and/or the Corporation, as the case may be, to request that the proposed purchaser or transferee offer to purchase all documents of the Covered Securities of the Remaining Shareholder on the same terms and certificates, correctly endorsed and executed, necessary for the same type of consideration offered to close the Sale TransactionSelling Shareholder and/or the Corporation. If the Participant proposed purchaser or transferee refuses to extend its offer to the Remaining Shareholder, unless the Remaining Shareholder consents in writing, the Selling Shareholder and/or the Corporation shall only be permitted to sell and accept such an offer by the proposed purchaser or transferee provided that the amount of capital stock to be purchased from the Selling Shareholder and/or the Corporation is reduced, on a pro-rata basis, if applicable, so as to permit the Remaining Shareholder to sell all of the Covered Securities owned by the Remaining Shareholder in such sale. The consideration shall be allocated between the Selling Shareholder and/or the Corporation, on the one side, and the Remaining Shareholder, on the other, on a pro rata basis, if applicable, in accordance with the amount of securities they are selling. If the Remaining Shareholder fails to deliver such documents a written notice to the Controlling StockholderSelling Shareholder and/or the Corporation, as the case may be, of its intention to participate in such sale within the time period prescribed herein, the Company shall cause Remaining Shareholder will be deemed to have waived its books and records drag-along rights hereunder with respect to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4such sale or transfer. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. ‌ (a) If at any time a Stockholder who (together with its Permitted Transferees) holds no less than fifty-one or more Stockholders percent (the “Controlling Stockholder”51%) wishes to sell all or part of the capital stock outstanding Common Stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding a “Dragging Stockholder”), receives a bona fide offer from a Third Party Purchaser to consummate, in one transaction, or a series of related transactions, to a third-party who is not an Affiliate Change of such Controlling Stockholder Control (a “Sale TransactionDrag-along Sale”), such Controlling the Dragging Stockholder mayshall have the right to require that each other Stockholder (each, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (a “Drag-Along Rightsalong Stockholder”). If ) participate in such Transfer in the Controlling Stockholder exercises its manner set forth in this Section 3.03, provided, however, that no Drag-Along Rights, the Participant along Stockholder shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon participate in the same terms as Drag-along Sale if the shares consideration for the Drag-along Sale is other than cash. Notwithstanding anything to the contrary in this Agreement, each Drag-along Stockholder shall vote in favor of the Controlling Stockholder.transaction and take all actions to waive any dissenters, appraisal or other similar rights.‌ (b) The Controlling Dragging Stockholder who desires to shall exercise its rights pursuant to this Section‌ 3.03 by delivering a written notice (the “Drag-Along Rights shall deliver a notice along Notice”) to the Participant Company and each Drag-along Stockholder no later than twenty (20) Business Days prior to the closing date of such Drag-along Sale. The Drag-along Notice shall make reference to the Dragging Stockholder’s rights and obligations hereunder and shall describe in reasonable detail: (i) the number of shares of Common Stock to be sold by the Dragging Stockholder, if the Drag-along Sale is structured as a Transfer of Common Stock; (ii) the identity of the Third Party Purchaser; (iii) the proposed date, time and location of the closing of the Drag- along Sale; (iv) the per share purchase price and the Company setting forth the other material terms and conditions of the Sale Transaction Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and (including the v) a copy of any form of agreement proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4connection therewith. (c) If the Drag-along Sale is structured as a Transfer of Common Stock, then, subject to Section 3.03(d), the Dragging Stockholder and each Drag-along Stockholder shall Transfer the number of shares equal to the product of (x) the aggregate number of shares of Common Stock the Third Party Purchaser proposes to buy as stated in the Drag- along Notice and (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock then held by such Dragging Stockholder or Drag-along Stockholder, as the case may be, and (B) the denominator of which is equal to the number of shares then held by all of the Stockholders (including, for the avoidance of doubt, the Dragging Stockholder). (d) The Controlling consideration to be received by a Drag-along Stockholder shall be the same form and amount of consideration per share of Common Stock to be received by the Dragging Stockholder (or, if the Dragging Stockholder is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of such Transfer shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Dragging Stockholder Transfers its Common Stock, unless the Drag-along Stockholder otherwise consents. Each Drag-along Stockholder shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Dragging Stockholder makes or provides in connection with the Drag-along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Dragging Stockholder, the Drag-along Stockholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Dragging Stockholder and each Drag-along Stockholder severally and not jointly and any indemnification obligation shall be pro rata based on the‌ consideration received by the Dragging Stockholder and each Drag-along Stockholder, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Stockholder and each such Drag-along Stockholder in connection with the Drag-along Sale. (e) The fees and expenses of the Dragging Stockholder incurred in connection with a Drag-along Sale and for the benefit of all Stockholders (it being understood that costs incurred by or on behalf of a Dragging Stockholder for 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 Third Party Purchaser, shall be shared by all the Stockholders on a pro rata basis, based on the aggregate consideration received by each Stockholder; provided, that no Stockholder shall be obligated to make or reimburse any out-of-pocket expenditure prior to the consummation of the Drag-along Sale. (f) Each Stockholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Dragging Stockholder. (g) The Dragging Stockholder shall have ninety (90) Business Days following the date of the Drag-along Notice in which to consummate the Drag-along Sale, on the terms set forth in the Drag-along Notice (which such ninety (90) Business Day period may be extended for a reasonable time not to exceed one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted Business Days to the Participant the proceeds attributable extent reasonably necessary to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transactionobtain any Government Approvals). If any Sale Transaction is not consummated prior to at the expiration end of the one-hundred twenty (120) day period referred to in this Sectionsuch period, the Controlling Dragging Stockholder has not completed the Drag-along Sale, the Dragging Stockholder may not thereafter consummate then effect a transaction subject to this Section 3.03 without again fully complying with the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionprovisions of this Section 3.03.

Drag-Along Rights. (a) If one or more Stockholders Notwithstanding any other provision hereof, if any Shareholders (the “Controlling Stockholder”other than any Defaulting Shareholder) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) holding 55% or more of all the voting power of all classes of stock issued and outstanding Common Shares held by Shareholders (other than Common Shares held by any Defaulting Shareholders) (the "Initiating Shareholders") agree to sell (a "Drag-Along Sale") 100% of the Company aggregate number of Common Shares then outstanding in one transaction, or a series of related transactions, held by the Initiating Shareholders to a third-party any person who is not an Affiliate of such Controlling Stockholder the Initiating Shareholders (a “Sale Transaction”"Third Party"), such Controlling Stockholder mayother than a sale in connection with a public offering pursuant to the Registration Rights Agreement, in its sole discretionthen upon the demand of the Initiating Shareholders, require the Participant other Shareholders hereby agree to sell all or to such Third Party 100% of the same proportionate amount of Common Shares (including Restricted Shares then held by them, at a price per share and on terms and conditions no less favorable to such other Shareholders than those on which the Controlling Stockholder’s option, in which case the Initiating Shareholders have agreed to sell their Common Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rightssuch Third Party, the Participant provided, however, that no Shareholder shall be required to sell his/her accept any consideration for its Common Shares other than cash, Cash Equivalents or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling StockholderMarketable Securities. (b) The Controlling Stockholder who desires Prior to exercise its making any Drag-Along Rights Sale, the Initiating Shareholders shall deliver a promptly provide each Shareholder with written notice to (the Participant and the Company setting forth the terms of the Sale Transaction "Drag-Along Notice") not more than ninety (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven 90) days nor less than thirty (730) business days prior to the proposed closing date referred of the Drag-Along Sale (the "Drag-Along Sale Date"). The Drag-Along Notice shall set forth: (i) the name and address of the Third Party, (ii) the proposed amount and form of consideration to above all documents be paid per share and certificatesthe terms and conditions of payment offered by the Third Party (provided that in no event shall any such non-cash consideration consist of anything other than Cash Equivalents or Marketable Securities), correctly endorsed and executed, necessary to close (iii) the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the number of shares of Common Shares held by of record as of the Participant have been transferred pursuant to the provisions close of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from business on the date of the notice described in subsection 3.4(bDrag-Along Sale Notice (the "Drag-Along Notice Date") aboveby the Initiating Shareholders, to consummate any Sale Transaction and, promptly after such consummation, shall notify (iv) confirmation that the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale Initiating Shareholders are selling 100% of the Participant’s aggregate number of shares of Common Shares not later than three then held by them to a Third Party, and (3v) business days after the closing of the Drag-Along Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionDate.

Drag-Along Rights. If (ai) If one or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part holders of the capital stock a majority of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock the then outstanding Ordinary Shares and (ii) the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then outstanding the Company shall promptly notify each other Shareholder in one transactionwriting of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a series several but not joint and several basis and take all necessary actions in connection with the consummation of related transactionssuch Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to a third-party the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”)employee, such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rightsofficer, the Participant Founder or Controlling Shareholder of a Group Company shall be required to sell his/her Shares make any representations or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires warranties other than with respect to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction itself (including the proposed closing date for the Sale Transactionwithout limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and provide all documents required to shall not be executed liable for the breach of any representation, warranty or covenant made by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder other Person in connection with such Sale Transaction.Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) 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 Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)

Drag-Along Rights. (a) If one or more Stockholders 20.1 Subject to Clause 20.4, if DLG proposes to Transfer (the “Controlling StockholderDrag Sale”) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding ), in one transaction, a single transaction or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares held by it, DLG may give written notice (the “Drag Notice”) to be sold will become Vested Shares) the Other Shareholders requiring each Other Shareholder to Transfer all the Class A Shares and Class B Shares then held by it (as the Controlling Stockholder in accordance with this Section 3.4 case may be) (the “Drag-Along RightsShares”). If The Drag Notice shall describe in reasonable detail the Controlling Stockholder exercises its terms and conditions of the proposed Drag Sale, including without limitation, the nature of such Drag Sale, the consideration to be paid, and the name and address of each prospective purchaser or transferee. 20.2 Upon receipt of a Drag Notice, the Other Shareholders shall be obliged to Transfer the Drag-Along RightsShares on terms and conditions no less favourable than those of the Drag Sale and for this purpose, shall promptly deliver to the Participant Company (who shall be required deemed to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon be constituted the same terms as the shares agent of the Controlling Stockholder. (bShareholders for the Drag Sale in accordance with the Constitution) The Controlling Stockholder who desires for Transfer to exercise its the prospective purchaser one or more share transfer forms, properly executed for Transfer, which represent the number of Drag-Along Rights shall deliver a notice to Shares, together with the Participant and relevant share certificates (if any), for the Company setting forth purposes of stamping the terms said Transfer. 20.3 Upon consummation of the Drag Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions terms and conditions specified in the Drag Notice, DLG or the Company, as the case may be, shall remit to the Other Shareholders that portion of this Section 3.4the proceeds to which each Other Shareholder is entitled by reason of its participation in such Drag Sale. (c) The Controlling Stockholder 20.4 Notwithstanding the foregoing, the drag-along obligation contained in this Clause 20 shall have one hundred twenty (120) days from the date not apply to any Transfer to any of the notice described in subsection 3.4(b) above, DLG’s Permitted Transferees or made pursuant to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to a bona fide loan transaction with a financial institution that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactioncreates a mere security interest.

Drag-Along Rights. If a Proposed Transferee (awhich is neither a Stockholder or an Affiliate of a Stockholder) If agrees to purchase, in a bona fide arm’s length transaction, a sufficient number of Shares from one or more Selling Stockholders (sufficient to cause a Change in Control, and the “Controlling Stockholder”) wishes to sell all or part of the capital stock of Non-Selling Founding Stockholders and the Company owned by do not exercise their right to purchase the Controlling Stockholder that represents fifty percent (50%) Offered Shares under Section 1.1, the Selling Stockholders or more any of all them shall have the voting power of all classes of stock of right to compel the Company then outstanding other Stockholders to participate in one transaction, or a series of related transactions, the sale to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or Proposed Transferee at the same proportionate amount of Shares (including Restricted Shares at time and on the Controlling Stockholder’s option, in which case same terms and conditions as offered to the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”)Selling Stockholders. If the Controlling Stockholder exercises its Drag-Along RightsSelling Stockholders exercise the rights provided by this Section, the Participant Selling Stockholders shall provide written notice to the other Stockholders at least 20 days prior to the consummation of the sale, setting forth (i) the name and address of the Proposed Transferee and the number of Shares proposed to be transferred; and (ii) the proposed amount of consideration and terms and conditions of payment offered by such Proposed Transferee (if the proposed consideration is not cash, the notice shall describe the terms of the proposed consideration); and each of the other Stockholders shall be required to sell his/her a number of Shares to the Proposed Transferee equal to (x) the total number of Shares owned by such other Stockholder, multiplied by (y) the percentage represented by the ratio of the number of Shares being sold by the Selling Stockholders to the total number of Shares owned by the Selling Stockholders, all on an as converted basis. Notwithstanding the foregoing, a Stockholder need not participate in such sale if the Stockholder is required to provide joint and several indemnification to the Proposed Transferee, or a portion is required to indemnify the Proposed Transferee for damages in an amount equal to more than the Stockholder’s pro rata share of his/her Shares at a purchase price per Share and upon damages based on the same terms as percentage of the Company’s outstanding shares of the Controlling common stock on a fully diluted basis, which are owned by such Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one Subject to the limitations set forth below, if at any time prior to an underwritten public offering of Common Stock of the Company, any Permitted Holder or more Stockholders (the “Controlling Stockholder”) wishes Permitted Holders propose to sell or otherwise transfer, including by way of merger, consolidation or otherwise, all or part of the capital stock Capital Stock of the Company owned held by the Controlling Stockholder such Permitted Holder or Permitted Holders to a Person that represents fifty percent (50%) or more is not a Permitted Holder in a transaction resulting in a Change of all the voting power of all classes of stock Control of the Company then outstanding in one transaction(a "DRAG SALE"), the transferring Permitted Holder or a series Permitted Holders (whether directly or indirectly through an Affiliate) shall have the right to require the Holders of related transactionsWarrants or Warrant Shares, as the case may be, to a third-party who is not an Affiliate of sell such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all Warrants or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Warrants Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 proposed transferee (“the "DRAG-ALONG RIGHTS"). The exercise of Drag-Along Rights”). If Rights are subject to the Controlling Stockholder exercises its Drag-Along Rights, conditions that (i) the Participant consideration to be received by the Holders shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as type of consideration received by the shares of Permitted Holder or Permitted Holders in the Controlling Stockholder. Drag Sale and, in any event, shall be cash or freely transferable marketable securities and (b) The Controlling Stockholder who desires after giving effect to such Drag Sale, the Permitted Holders shall not own, directly or indirectly, any Capital Stock of the Company or the surviving entity or rights to purchase such Capital Stock. Any Warrants or Warrant Shares purchased from the holders thereof pursuant to the exercise its of such Drag-Along Rights shall deliver a notice be paid for at the same price per share of Common Stock and on the same terms and conditions as such proposed transfer of Common Stock by the Permitted Holders pursuant to the Participant Drag Sale. If the securities to be purchased include securities other than Common Stock, the price to be paid for the Warrants and Warrant Shares shall be the Company setting forth the terms of the Sale Transaction (including same price per share or other denomination paid by the proposed closing date purchaser in the Drag Sale for like securities purchased from the Sale Transaction)Permitted Holders or, and provide all documents required to be executed if like securities are not purchased from the Permitted Holders, the fair market value of such securities as determined by a nationally recognized investment banking firm selected by the Participant in order Company. If at any time a Permitted Holder or Permitted Holders intend to consummate exercise Drag-Along Rights pursuant to this Section 8, such Sale Transaction. The Participant Permitted Holder or Permitted Holders, as the case may be, shall deliver give written notice thereof to the Controlling Stockholder Holders at least seven (7) business days 10 Business Days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date consummation of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effectproposed transaction. The Controlling Stockholder notice shall also cause to be remitted to set out, in reasonable detail, (i) information concerning the Participant the proceeds attributable to the sale identity of the Participant’s Shares not later than three proposed transferee and (3ii) business days after the closing a description of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration material terms and conditions of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionDrag Sale.

Drag-Along Rights. (a) If one Subject to the next paragraph, if Vestar elects to consummate, or more Stockholders to cause the Company to consummate, a transaction constituting a Sale of the Company, Vestar shall notify the Company and the other Securityholders in writing of that election, the other Securityholders will consent to and raise no objections to the proposed transaction, and the Securityholders and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such transaction on the terms proposed by Vestar (a “Drag Along Sale”). Without limiting the “Controlling Stockholder”foregoing, (i) wishes if the proposed Drag Along Sale is structured as a sale of assets or a merger or consolidation, or otherwise requires stockholder approval, the Securityholders and the Company will vote or cause to be voted all Securities that they hold or with respect to which such Securityholder has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith, and (ii) if the proposed Drag Along Sale is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell all or part their pro-rata share of the capital stock Securities being sold in such Drag Along Sale on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale of the Company, which may require the Securityholders to make to the transferee the same representations, warranties, covenants, indemnities and agreements as Vestar agrees to make in connection with such Sale of the Company owned (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, Vestar, the other Securityholders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (for which they shall be severally liable based on the value of Securities that are Transferred; provided that such liability of any Securityholder shall not exceed the gross proceeds received by such Securityholder in the Controlling Stockholder that represents fifty percent (50%transaction) or more of all liabilities to the voting power transferees arising out of representations, warranties and covenants (other than those representations, warranties, covenants and indemnitees that pertain specifically to a given Securityholder, which shall bear all classes of stock of the Company then outstanding in one transaction, or a series of liability related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”thereto), such Controlling Stockholder mayindemnities or other agreements made in connection with the transaction; provided, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant that no Securityholder shall be required to sell his/her Shares make representations or a portion warranties that pertain specifically to the Company or its Subsidiaries (although each Securityholder must nevertheless bear its ratable share of his/her Shares at a purchase price per Share and upon any indemnification liability for any breach of any such representation or warranty) or , in the same terms as the shares case of the Controlling Stockholderholders of Co-Investor Securities only, agree to any non-competition covenants or agreements. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice obligations of the Securityholders with respect to the Participant Drag Along Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Drag Along Sale, all of the holders of a particular class or series of Securities (if any consideration is to be received by any of them) shall receive the same form and amount of consideration per share, Unit or amount of Securities, only to the Company setting forth extent such shares, Units or Securities are vested (or may become vested as a result of such Transfer) pursuant to the terms and conditions set forth in the applicable Management Unit Subscription Agreement, or if any holders of a particular class or series of Securities are given an option as to the Sale Transaction (including the proposed closing date for the Sale Transaction), form and provide all documents required amount of consideration to be executed by the Participant in order to consummate received, all holders of such Sale Transaction. The Participant shall deliver class or series, only to the Controlling Stockholder at least seven extent such Securities are vested (7or may become vested as a result of such Transfer) business days pursuant to the terms and conditions set forth in the applicable Management Unit Subscription Agreement, will be given the same option, (ii) if consideration is to be received by holders of Securities, all holders of then currently exercisable rights to acquire a particular class or series of Securities will be given an opportunity to either (A) exercise such rights prior to the proposed closing date referred to above all documents consummation of the Drag Along Sale and certificatesparticipate in such sale as holders of such Securities or (B) upon the consummation of the Drag Along Sale, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver receive in exchange for such documents rights consideration equal to the Controlling Stockholderamount determined by multiplying (1) the same amount of consideration per share, Unit or amount of Securities received by the holders of such type and class of Securities in connection with the Drag Along Sale less the exercise price per share, Unit or amount of such rights to acquire such Securities by (2) the number of shares, Units or aggregate amount of Securities represented by such rights, and (iii) if consideration is to be received by holders of Securities, the Company holders of Preferred Units or, as the case may be, Preferred Stock shall cause its books receive consideration in respect of all of the issued and records to show that outstanding Preferred Units, or, as the Shares held by the Participant have been transferred pursuant case may be, shares of Preferred Stock in such Drag Along Sale having a fair market value equal to the provisions aggregate liquidation value and preferred return of this Section 3.4such Preferred Units or, as the case may be, Preferred Stock before any consideration is paid in respect of the Class A Units or, as the case may be, Common Stock in such Drag Along Sale. (c) The Controlling Stockholder shall have one hundred twenty Each Securityholder will bear its or his pro-rata share (120based upon the relative amount of Securities sold) days from the date of the notice described in subsection 3.4(b) above, reasonable costs of any sale of Securities pursuant to a Drag Along Sale to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Company or the acquiring party. Costs incurred by or on behalf of a Securityholder for its or his sole benefit will not be considered costs of the transaction hereunder. In the event that any transaction that Vestar elects to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also or cause to be remitted consummated pursuant to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction this Section 4.1 is not consummated prior for any reason, the Company will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewith. (d) Notwithstanding any provision in this Agreement to the expiration contrary, but subject to the terms of the one-hundred twenty (120) day period referred Management Agreement, Vestar Capital Partners shall be entitled to in this Section, be paid customary and reasonable fees by the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder Company for any investment banking services provided by it in connection with such a Sale Transactionof the Company. (e) The provisions of this Section 4.1 shall remain in effect following the first Public Offering.

Drag-Along Rights. (a) If one (1) the Board approves a Sale of the Company or the Company's stockholders receive a tender offer (other than a self tender) with respect to a majority of the issued and outstanding Common Stock and (2) each Major Stockholder that owns 10% or more of the issued and outstanding Common Stock votes or consents in writing to such Sale of the Company or agrees in writing to so vote or consent or, if applicable, tenders pursuant to such tender offer all (but not less than all) Common Stock of which such Major Stockholder is a Beneficial Owner (any Sale of the Company or tender offer that meets the requirements set forth in clauses (1) and (2), an “Approved Sale”), then, promptly after the satisfaction of both conditions, Major Stockholders that individually own 10% or more of the issued and outstanding Common Stock at the time of the Board approval, acting jointly with each other such Major Stockholder (or individually if there is only one Major Stockholder owning 10% or more of the issued and outstanding Common Stock at such time), may issue a written notice to all Other Stockholders stating that the transaction constitutes an Approved Sale and specifying the material terms of such Approved Sale (the “Controlling StockholderCompany Transaction Notice”) wishes to sell all or part of ). From and after the capital stock date on which any Other Stockholder is in receipt of the Company owned Transaction Notice, such Other Stockholder shall vote for (whether at a meeting of stockholders or by written consent), cooperate with and raise no objections against, waive any dissenters rights, appraisal rights or similar rights, not otherwise impede, delay or dispute such Approved Sale and, in the Controlling Stockholder case of a tender offer that represents fifty percent (50%) or more of all constitutes an Approved Sale, tender their Common Stock in accordance with the voting power of all classes of stock terms of the Company then outstanding in one transaction, or a series tender offer. In the event that any Other Stockholder fails to comply with the terms of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”this Section 2.4(a), such Controlling Other Stockholder mayshall not be entitled to receive the consideration to which he, in its sole discretion, require the Participant to sell all she or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling it is entitled until such Other Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholderso complies. (b) The Controlling If the stockholders of the Company, including each Major Stockholder who desires (such stockholders together, the “Selling Stockholders”), enter into a binding agreement to exercise its Drag-Along Rights sell Common Stock representing more than 50% of the issued and outstanding Common Stock as of the date of the binding agreement (such sale, the “Stock Sale”), the Major Stockholders shall deliver to all Other Stockholders, with a notice copy to the Participant Company, a written notice specifying the pricing and the Company setting forth the other material terms of the Stock Sale Transaction (including the proposed closing “Stock Sale Notice”). From and after the date for on which any Other Stockholder is in receipt of the Stock Sale Transaction)Notice, such Other Stockholder shall agree to sell and provide shall sell in the Stock Sale on the terms and conditions thereof all documents required to be executed Common Stock owned by the Participant Other Stockholders. Without limiting the foregoing, (i) each Other Stockholder shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Stockholders make or provide in order to consummate such connection with the Stock Sale Transaction. The Participant shall deliver (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Selling Stockholder, such Other Stockholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to such Other Stockholder); provided, that all representations, warranties, covenants and indemnities shall be made by such Other Stockholder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by such Other Stockholder, in each case in an amount not to exceed the aggregate proceeds received by such Other Stockholder in connection with the Stock Sale; and (ii) the Company and each Other Stockholder shall cause its books take all necessary or desirable actions in connection with the consummation of the Stock Sale and records to show that the Shares held any related transactions as reasonably requested by the Participant have been transferred pursuant to Selling Stockholders, including (A) retaining investment bankers and other advisors approved by the provisions Selling Stockholders; (B) furnishing information and copies of this Section 3.4documents, (C) preparing and making filings with governmental authorities; (D) providing assistance with legal, accounting, tax, financial, benefits and other due diligence; and (E) otherwise cooperating with the Selling Stockholders and their respective representatives. (c) The Controlling obligations of each Other Stockholder under Sections 2.4(a) and under Section 2.4(b) with respect to a Stock Sale are subject to the satisfaction of the following conditions: (i) that such Other Stockholder shall have one hundred twenty (120) days from receive in exchange for his, her or its Common Stock the date same form and amount of consideration per share of Common Stock as is received by each other holder of the notice described same class of Common Stock and (ii) that such Approved Sale or Stock Sale is to an Independent Third Party. (d) Each Other Stockholder hereby constitutes and appoints the Board in subsection 3.4(bthe case of an Approved Sale pursuant to Section 2.4(a) aboveor the Selling Stockholders or their authorized representative in the case of a Stock Sale pursuant to Section 2.4(b) with full power of substitution, as his, her, or its true and lawful agent and attorney-in-fact, with full power and authority in his, her or its name, place and stead to consummate any Sale Transaction andexecute, promptly after such consummationswear to, shall notify acknowledge, deliver, file and record in the Company appropriate public offices to do and the Participant to that effect. The Controlling Stockholder shall also cause perform everything required or permitted to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder done in connection with any Approved Sale or Stock Sale, as fully to all intents and purposes as such Other Stockholder might or could do in person, including taking any and all action on behalf of such Other Stockholder from time to time as contemplated hereunder, including executing and/or approving, on behalf of such Other Stockholder, any merger agreement, stock sale agreement, asset sale agreement or similar agreement relating to the Approved Sale Transactionor the Stock Sale, as the case may be, and any amendments thereto and waivers thereof, any transmittal letters and stock powers necessary to Transfer or surrender such Other Stockholder's Common Stock in accordance with any such agreement, and any other agreements, consents, approvals, resolutions, certificates, or other documents reasonably necessary or desirable to be executed and delivered in connection with the Approved Sale or the Stock Sale, as applicable. The foregoing powers of attorney are irrevocable and coupled with an interest, and shall survive the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of such Other Stockholder and shall extend to such Other Stockholder’s heirs and personal representatives. (e) The provisions of this Section 2.4 shall terminate and shall be of no further force or effect on December 31, 2018; provided that the Stockholders shall comply with the provisions of this Section with respect to any Company Transaction Notice or Stock Sale Notice delivered or required to be delivered prior to December 31, 2018.

Drag-Along Rights. (a) If one or more Stockholders (Subject to the “Controlling Stockholder”) wishes provisions of Section 4.3 and Section 4.4, if the Majority Stockholder desires to sell all or part more than 85% of the capital stock of the Company owned Shares Beneficially Owned by the Controlling Stockholder it in good faith to an independent purchaser that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling the Majority Stockholder (a “Sale Transaction”)in an arms'-length negotiated transaction, such Controlling Stockholder may, in its sole discretion, require the Participant and said Transferee desires to sell acquire all or substantially all of the same proportionate amount of issued and outstanding Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms and conditions as such Transferee agreed to with the shares of the Controlling Majority Stockholder. , each Management Stockholder agrees to sell (b) The Controlling Stockholder who desires to exercise its a "Drag-Along Rights shall deliver Sale"), at the Majority Stockholder's request, a notice proportion of the Shares Beneficially Owned by him to said Transferee (or to vote all of such Shares in favor of any merger or other transaction which would effect a sale of such Shares and waive all applicable dissenters or similar rights) equal to the Participant and proportion of Shares Beneficially Owned by the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required Majority Stockholder which are to be executed by sold in the Participant relevant transaction as specified in order the applicable Drag-Along Notice, at the same price, at the same time and on the same terms and conditions as the Majority Stockholder shall have agreed to consummate with such Sale Transaction. The Participant shall deliver Transferee with respect to the Controlling Majority Stockholder's Shares. In the event a Drag-Along Sale is to be required, the Majority Stockholder at least seven shall give written notice (7the "Drag-Along Notice") business of such sale to the Management Stockholders not more than thirty or less than fifteen days prior to the proposed closing date referred of the Drag-Along Sale (the "Drag-Along Sale Date") including (i) the proposed amount of consideration to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held be received by the Participant have been transferred pursuant to Beneficial Owners of Shares, (ii) the provisions name and address of this Section 3.4. the Transferee, (ciii) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(bproposed Transfer, (iv) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale number of Shares Beneficially Owned as of the Participant’s Shares not later than three (3) close of business days after on the closing of the Sale Transaction. If any Sale Transaction is not consummated day immediately prior to the expiration date of delivery of the oneDrag-hundred twenty Along Notice by the Management Stockholder to whom the notice is sent, (120v) day period referred confirmation that the Transferee has agreed to purchase the Management Stockholders' Shares in this Sectionaccordance with the terms hereof, (vi) the Controlling Stockholder may not thereafter consummate Opinion and (vii) any other material terms and conditions of the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionTransfer.

Drag-Along Rights. 4.1 Notwithstanding anything to the contrary in this Agreement or otherwise (aincluding, without limitation, any special voting rights of the holders of shares of Series A, Series B or Series C-1 Preferred Stock set forth in the Restated Articles, beginning eighteen (18) If one or more Stockholders months after the first closing under the Series C/C-1 Agreement (the “Controlling Initial Series C Closing”), if Investors and their affiliates (other than MPM and its affiliates and their transferees) holding a majority of the outstanding shares of Series C Preferred Stock (excluding shares of Series C-1 Preferred Stock), voting as a separate class (the “Dragging Stockholders”), approve a sale of greater than 90% of the Company’s outstanding shares of capital stock, on an as-converted basis, whether by way of merger, consolidation, sale of stock, or otherwise, or the sale of all or substantially all of the assets of the Company to a bona fide third party purchaser (an “Approved Sale”), then the Dragging Stockholders may require (the “Drag Along Right”) each other Investor and each Founder (solely in its capacity as a shareholder of the Company) (each a “Non-Participating Stockholder”) wishes to sell sell, or cause to be sold, all shares of the Company’s capital stock held by such Non-Participating Stockholder in the Approved Sale; provided that, to the extent such Drag Along Right is being exercised prior to the date that is thirty-six (36) months following the Initial Series C Closing, the Non-Participating Stockholders’ obligations under this Section 4 shall be contingent on the Company’s Board of Directors approving the terms of such Approved Sale. Without limiting the foregoing, in the event the Dragging Stockholders are exercising the Drag Along Right pursuant to and in accordance with the terms and conditions set forth in the immediately preceding sentence, the Dragging Stockholders may require the Non-Participating Stockholders to consent to, vote in favor of, and raise no objection against, such Approved Sale, and, as applicable, if such Approved Sale is structured as a merger or consolidation, or a sale of all or part substantially all of the assets of the Company, waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale. Subject to Section 4.2 below, the terms and conditions of any such Approved Sale applicable to the Series C Preferred Stock and the Series C-1 Preferred Stock shall be identical in all material respects. 4.2 In the event of any Approved Sale in which the Drag Along Right is exercised, the proceeds from such Approved Sale shall be allocated among Investors based upon the per share amount that would be received by such Investor as provided in the Restated Articles, as if the assets of the Company had been sold for the aggregate consideration to be received in the Approved Sale, and the proceeds distributed to Investors in accordance with the provisions of Article III, Section B(2). 4.3 In the event the Dragging Stockholders desire to exercise their Drag Along Right, such Dragging Stockholders shall deliver to the Company and the Non Participating Stockholders written notice (the “Drag Notice”) setting forth the consideration per Share to be paid by such bona fide third-party purchaser and the other terms and conditions of the Approved Sale. Within ten (10) business days following the receipt of the Drag Notice, each of the Non Participating Stockholders (solely in its capacity as a shareholder of the Company) shall deliver to such Dragging Stockholders (i) in the case of an Approved Sale that involves the sale of shares of the Company’s capital stock, a certificate or certificates evidencing the shares of capital stock of the Company owned held by such Non Participating Stockholder, and an appropriate assignment separate from the Controlling Stockholder that represents fifty percent (50%) or more certificate duly executed in a proper form to effect the transfer of all such shares from the voting power of all classes of stock Non Participating Stockholders on the books and records of the Company then outstanding pursuant to the terms of the Approved Sale and/or (ii) such other instruments, documents or agreements as may be required to effect the Approved Sale. Each Non Participating Stockholder (solely in one transaction, or its capacity as a series shareholder of the Company) hereby grants to the Chairman of the Board of Directors a limited special power-of-attorney (as further described in Section 5 hereof) authorizing the Chairman of the Board of Directors to (i) effect the transfer of all such Non Participating Stockholder’s shares of the Company’s capital stock (and related transactions, ) pursuant to a third-party who is not an Affiliate the terms of this Section 4 and the terms of such Controlling Approved Sale and/or (ii) consent to and/or vote in favor of such Approved Sale and waive any dissenters’ rights, appraisal rights or similar rights in connection with such Approved Sale. In the event that any Non Participating Stockholder (a “Sale Transaction”shall fail to deliver such certificate(s), such Controlling Stockholder mayassignment separate from the certificate or other instruments, in documents or agreements to the Dragging Stockholders exercising a Drag Along Right, then the Company shall cause a notation to be made on its sole discretion, require the Participant books and records to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case reflect that the Shares to of such Non Participating Stockholder are bound by the provisions of this Section 4, and the transfer of such shares of the Company’s capital stock may be sold will become Vested Shares) as the Controlling Stockholder effected in accordance with this Section 3.4 (“Drag-4 without such Non Participating Stockholder’s consent or surrender of its shares of the Company’s capital stock. In addition, in the event the Dragging. Stockholders exercise their Drag Along Rights”). If Right in accordance with the Controlling Stockholder exercises its Drag-Along Rightsterms of this Section 4, the Participant Non Participating Stockholders shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share make only such representations, warranties and upon the same terms indemnities as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed are made by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4Dragging Stockholders. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one or more Stockholders Subject to Clause 7(e) above and notwithstanding anything to the contrary stated in Clause 9 below if at any time IGC Group wishes to Transfer all (but not less than all) of the Shares held collectively by IGC Group to a Proposed Transferee as provided under Clause 7 above, IGC shall have a right (but not an obligation) to serve a written notice on the Promoters (“Controlling StockholderDrag Along Notice”) wishes requiring the Promoters Group Shareholders to sell Transfer all or part of (but not less than all) the capital stock of the Company owned Shares held by the Controlling Stockholder that represents fifty percent (50%) or more of all Promoters Group Shareholders to the voting power of all classes of stock of Proposed Transferee identified by IGC under Clause 7 aboveon the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling StockholderTransfer Terms. (b) The Controlling Stockholder who desires to exercise its Drag-If a Drag Along Rights shall deliver a notice to Notice is issued by IGC, the Participant Transfer and the Company setting forth the terms purchase of the Sale Transaction (including the proposed closing date for the Sale TransactionIGC Transfer Shares and Promoter Outstanding Shares shall, subject to Clause 8(b), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven completed within thirty (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (12030) days from the date of issue of the notice described in subsection 3.4(b) aboveDrag Along Notice by IGC, the time taken to obtain any regulatory approval being excluded for the calculation. At such closing, IGC and Promoter Group Shareholders shall deliver certificates and other documents representing their title to the IGC Transfer Shares and the Promoter Outstanding Shares, respectively, accompanied by duly executed and valid instruments of transfer, to consummate any Sale Transaction andthe Proposed Transferee. IGC shall procure that the third party shall deliver at such closing, promptly after payment in full of the Offer Price in accordance with the terms set forth in the Transfer Notice and execute the Transferee Deed of Adherence. At such consummationclosing, shall notify all of the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted Parties to the Participant the proceeds attributable transaction shall execute such additional documents as may be necessary or appropriate to effect the sale of the Participant’s IGC Transfer Shares not later than three and Promoter Outstanding Shares to the Proposed Transferee. Any stamp duty or transfer charges payable on the transfer of any IGC Transfer Shares and the Promoter Outstanding Shares shall be borne in accordance with the Transfer Terms. (3c) business days after the closing Any Transfer of the Sale Transaction. If any Sale Transaction is not consummated prior IGC Transfer Shares pursuant to this Clause 8 shall be valid only upon the expiration execution of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) a Transferee Deed of Adherence and shall return to be registered by the Participant Company upon a validly and duly executed (by all documents previously delivered to the Controlling Stockholder in connection parties thereto) Transferee Deed of Adherence being lodged with such Sale Transactionit.

Drag-Along Rights. (a) If one or more Stockholders (the “Controlling Stockholder”) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder Majority Common Shareholders notify (a “Sale TransactionNotice”)) each other Shareholder in writing that the Majority Common Shareholders desire to effect a Sale of the Company and specify the terms and conditions of such proposed sale then, notwithstanding any other provision of this Agreement, each such Controlling Stockholder mayother Shareholder shall take all necessary and desirable actions reasonably requested by such Majority Common Shareholders in connection with the consummation of such Sale of the Company, including, without limitation, if applicable, (i) within ten (10) business days of the receipt of such notice (or such longer period of time as such Majority Common Shareholders shall designate in its sole discretion, require the Participant to sell all or the same proportionate amount such notice) such other Shareholders shall cause a Pro Rata number of their respective Shares (including Restricted Shares at for the Controlling Stockholder’s optionavoidance of doubt, in which case based on the Shares percentage of Shares, on a Diluted Basis, owned by the Majority Common Shareholders that is being sold) to be sold will become Vested Shares) to the designated purchaser on the same terms and conditions and for the same per share consideration and at the same time as the Controlling Stockholder Shares being sold by such Majority Common Shareholders or (ii) otherwise participating in such Sale of the Company on the same terms and conditions and for the same consideration and at the same time as such Majority Common Shareholders; provided, that the liabilities and indemnification obligations with respect to the representations and warranties provided to the designated purchaser by a Shareholder selling Shares shall, to the extent that such representations and warranties relate solely to such Shareholder, be several and not joint with the other Shareholders selling Shares, and shall, to the extent such representations and warranties relate to the Company, be Pro Rata with the other Shareholders; provided, further, that in no event shall such liabilities and indemnification obligations be greater than the gross proceeds received by each such Shareholder in connection with the Sale of the Company; provided, further, that until the third anniversary of the Effective Date, no Shareholder can be required to sell its Shares in connection with any Sale of the Company under this Section 2.4 for a price of less than $36.75 per share subject to adjustment for any stock dividends, splits, reverse splits, combinations, reclassifications and the like. In furtherance, and not in limitation, of the foregoing, in connection with a Sale of the Company effected in accordance with this Section 3.4 2.4, each Shareholder will, (“Drag-Along Rights”). If a) consent to and raise no objections against the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares Sale of the Controlling Stockholder. Company or the process pursuant to which it was arranged, (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant waive any dissenter’s rights and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction)other similar rights, and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty execute all documents containing such terms and conditions as those executed by all such Majority Common Shareholders as directed by such Majority Common Shareholders and (120d) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also exercise or cause to be remitted exercised, to the Participant extent and as directed by the proceeds attributable Majority Common Shareholders, any drag-along or similar rights impacting other holders of shares of Common Stock, irrespective of whether such holder is a party to this Agreement. The Company will pay (A) the sale costs and expenses incurred by the Majority Common Shareholders in connection with a Sale of the Participant’s Shares Company which are not later than three (3) business days after otherwise paid by the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder purchaser in connection with such Sale Transactionof the Company as well as (B) the reasonable costs and expenses of one legal counsel each for the Bain Shareholders (as a Shareholder Group), the Temasek Shareholders (as a Shareholder Group), the TPG Shareholders (as a Shareholder Group), the 3i Shareholders (as a Shareholder Group), and the DG Shareholders (as a Shareholder Group), incurred in furtherance of such Sale of the Company by each such counsel in reviewing the documentation for such Sale of the Company and explaining such documentation to their clients and not otherwise paid by the purchaser in connection with such Sale of the Company; provided, that the Company will have no obligation to pay more than $50,000 for any one legal counsel pursuant to this clause (B). At the written request of the Bain Shareholders, the Temasek Shareholders, the TPG Shareholders, the 3i Shareholders or the DG Shareholders delivered to the Majority Common Shareholders within five (5) business days of receipt of the Sale Notice, prior to consummation of such Sale of the Company, the Majority Common Shareholders shall obtain a fairness opinion from a nationally recognized investment bank or appraisal firm to the effect that the aggregate consideration to be paid to the Majority Common Shareholders pursuant to such Sale of the Company is fair consideration to the Majority Common Shareholders from a financial point of view as of the time of the Sale Notice. None of the Shareholders shall, except pursuant to the Management Agreement, if applicable, receive any special consideration or any special fees or other special rights (monetary or otherwise) in connection with a Sale of the Company unless each other Shareholder receives its Pro Rata portion of such special consideration or fees or receives the same special rights. Each of the Shareholders shall disclose, and deliver copies of, if applicable, to each other Shareholder, all agreements, arrangements and understandings that such Shareholder or, to the knowledge of such Shareholder, Affiliates of such Shareholder, enter into with the designated purchaser or its Affiliates relating to the Sale of the Company. All Common Stock to be sold pursuant to this Section 2.4 shall be included in determining whether or not a proposed transaction constitutes a Sale of the Company.

Drag-Along Rights. (a) If one or more Stockholders at any time, the Investors (the “Controlling StockholderElecting Investors”) wishes shall vote or otherwise enter into an agreement to sell all or part of the capital stock at least a majority of the Company owned by the Controlling Securities outstanding to any person who is not a Permitted Transferee of such Investor(s), then such Electing Investors may require that each other Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock sell its pro rata portion of the Company then outstanding in one transaction, Securities owned by such other Stockholder to such person or a series group of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon persons on the same terms and conditions as the shares Electing Investors (subject to the following sentence) and/or vote such securities in favor of such a transaction. Upon the consummation of such a sale, each Stockholder shall receive the Implied Value for the Company Securities sold in the sale. Each Rollover Stockholder and Employee Stockholder hereby grants to each of the Controlling StockholderCompany’s directors designated under Section 2.01(a)(i), each acting singly, an irrevocable proxy, couple with an interest, to vote all voting Company Securities owned by such Holder or over which such Rollover Stockholder or Employee Stockholder has voting control and to take such other actions to the extent necessary to carry out the provision of this Section 3.06(a) in the event of any breach by such Rollover Stockholder or Employee Stockholder of its obligations hereunder or thereunder. (b) The Controlling Stockholder who desires In order to exercise its Drag-Along Rights shall deliver a the rights under Section 3.06(a), the Electing Investors must give notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction)other Stockholders as soon as reasonably practical, and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days but not less than 10 Business Days prior to the proposed closing date referred upon which the contemplated transaction is to above be effected. In addition, the Electing Investors shall furnish to the other Stockholders all such agreements, documents and certificates, correctly endorsed and executed, necessary instruments to close the Sale Transaction. If the Participant fails to deliver be executed in connection with such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4transaction. (c) The Controlling Each Stockholder shall have one hundred twenty bear its pro rata share (120based on the number of Company Securities sold, on an as-converted basis) days from the date of the notice described in subsection 3.4(b) above, reasonable costs of any sale of Company Securities pursuant to consummate any Sale Transaction and, promptly after this Section 3.06 to the extent such consummation, shall notify costs are incurred for the benefit of all selling Stockholders and are not otherwise paid by the Company and or the Participant to that effectacquiring party. The Controlling Costs incurred by any Stockholder on its own behalf shall also cause to not be remitted to the Participant the proceeds attributable to the sale considered costs of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionsubject sale.

Drag-Along Rights. (a1) If one So long as this Agreement remains in effect, if WCAS or more Stockholders any of its Designated Affiliates (collectively, the “Controlling Stockholder”"DRAGGING STOCKHOLDER") wishes to sell all or part receives an offer from a Person other than any of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder their Designated Affiliates (a “Sale Transaction”"THIRD PARTY") to purchase (in a transaction of a type referred to in the first sentence of Section III(1), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount ) at least a majority of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of Company Capital Stock then outstanding and such offer is accepted by the Controlling Dragging Stockholder. , then each Schedule I Purchaser (bother than WCAS), FFT Purchaser and each of their Permitted Transferees (collectively, the "DRAG-ALONG STOCKHOLDERS") The Controlling Stockholder who desires hereby agrees that, if requested by the Dragging Stockholder, it will Transfer to exercise its Drag-Along Rights shall deliver a notice such Third Party, subject to the Participant and the Company setting forth other provisions of this Section IV, on the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed offer so accepted by the Participant in order Dragging Stockholder, including, without limitation, time of payment, form and choice of consideration and adjustments to consummate such Sale Transaction. The Participant shall deliver purchase price, the number of shares of Company Capital Stock and Warrants equal to the Controlling number of shares of Company Capital Stock and Warrants owned by it multiplied by the percentage of the then outstanding shares of Company Capital Stock and Warrants to which the Third Party offer is applicable. (2) The Dragging Stockholder at least seven will give notice (7the "DRAG-ALONG NOTICE") business days to the Drag-Along Stockholders of any proposed Transfer giving rise to the rights of the Dragging Stockholder set forth in Section IV(1) (a "SECTION IV TRANSFER") within five (5) Business Days following the Dragging Stockholder's acceptance of the offer referred to in Section IV(1) and, in any event, not less than 10 Business Days prior to the proposed closing date referred for such Section IV Transfer. The Drag-Along Notice will set forth the number of shares of Company Capital Stock and Warrants proposed to above be so Transferred, the name of the proposed Transferee or acquiring Person, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Stockholder will provide such information, to the extent reasonably available to the Dragging Stockholder, relating to such non-cash consideration as the Drag-Along Stockholders together may reasonably request in order to evaluate such non-cash consideration), the number of shares of Company Capital Stock and Warrants sought and the other terms and conditions of the offer. If any holders of Company Capital Stock and/or Warrants are given an option as to the form and amount of consideration to be received, all documents holders of Company Capital Stock and/or Warrants shall be given the same option. Each Drag-Along Stockholder (x) shall agree to the same covenants with respect to such Drag-Along Stockholders, as appropriate, as the Dragging Stockholder agrees to in connection with the Section IV Transfer; PROVIDED, HOWEVER, that the aggregate amount of liability of such Drag-Along Stockholder with respect to such covenants shall not exceed the proceeds to such Drag-Along Stockholder in connection with the Section IV Transfer and certificates(y) shall make such representations and warranties concerning its title to the shares of Company Capital Stock and/or Warrants to be sold in connection with the Section IV Transfer and its authority to enter into and consummate the Section IV Transfer as the Dragging Stockholder makes, correctly endorsed but shall not be required to make any other representations and executedwarranties or indemnities other than in respect of its own representations and warranties. If a Dragging Stockholder does not request that the Drag-Along Stockholders participate in a Section IV Transfer, necessary then each Stockholder shall have the right to close participate in such proposed transfer in accordance with its rights under Section III above. (3) Each Drag-Along Stockholder will be responsible for funding its proportionate share of any escrow arrangements in connection with the Sale TransactionSection IV Transfer and for its proportionate share of any withdrawals therefrom, including without limitation any such withdrawals that are made with respect to claims arising out of agreements, covenants, representations, warranties or other provisions relating the Section IV Transfer that were made by the Drag-Along Stockholder. (4) Each Drag-Along Stockholder will be responsible for its proportionate share of the Costs of the Section IV Transfer to the extent not paid or reimbursed by the Company, the Third Party or another Person (other than the Dragging Stockholder); PROVIDED that such Section IV Transfer is consummated and the liability for such Costs shall not exceed the total purchase price received by such Drag-Along Stockholder for such shares and/or Warrants. The Dragging Stockholder shall be entitled to estimate the Drag-Along Stockholders' proportionate share of such Costs and to withhold such amounts from payments to be made to the Drag-Along Stockholder at the time of closing of the Section IV Transfer; PROVIDED that (i) such estimate shall not preclude the Dragging Stockholder from recovering additional amounts from the Drag-Along Stockholder in respect of such Drag-Along Stockholder's proportionate share of such Costs and (ii) the Dragging Stockholder shall reimburse the Drag-Along Stockholder to the extent actual amounts are ultimately less than the estimated amounts or any such amounts are paid by the Company, the Third Party or another Person (other than the Dragging Stockholder). If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) IV Transfer is not consummated within 180 days from the date of the notice described Drag-Along Notice, the Dragging Stockholder must deliver another Drag-Along Notice in subsection 3.4(border to exercise its rights under this Section IV with respect to such Section IV Transfer. (5) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after At the closing of such Section IV Transfer, each of the Sale Transaction. If any Sale Transaction is not consummated prior Dragging Stockholders shall deliver certificates evidencing the Company Capital Stock and/or Warrants, as the case may be, then held by it and to be sold in such sale, duly endorsed for transfer or accompanied by stock powers executed in blank, against payment of the purchase price therefor by wire transfer to the expiration account or accounts specified by such Drag-Along Stockholder. (6) The proceeds from such Section IV Transfer (and, in the case of a sale of less than all of the one-hundred twenty (120) day period referred to in this Sectionoutstanding shares of Company Capital Stock and Warrants, the Controlling Stockholder may not thereafter consummate number of shares and Warrants to be sold by each Stockholder) shall be allocated among the proposed Sale Transaction Stockholders on a PRO RATA basis, based on the number of shares of Company Capital Stock and Warrants (without complying again with subsection 3.4(btreating all "in the money" options and warrants as the number of shares of Company Common Stock issuable upon the exercise thereof, less such number of shares of Company Common Stock and Warrants the aggregate fair market value of which (based on the value attributed in such sale) abovewould be required to pay the aggregate exercise price therefor, and treating any shares of convertible preferred stock or debt of the Company on an "as-converted" basis) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionthen held by each Stockholder.

Drag-Along Rights. (a) If one or more Stockholders Subject to Clause 7(e) above and notwithstanding anything to the contrary stated in Clause 9 below if at any time IGC Group wishes to Transfer all (but not less than all) of the Shares held collectively by IGC Group to a Proposed Transferee as provided under Clause 7 above, IGC shall have a right and an obligation to serve a written notice on the Promoters (“Controlling StockholderDrag Along Notice”) wishes requiring the Promoters Group Shareholders to sell Transfer all or part of (but not less than all) the capital stock of the Company owned Shares held by the Controlling Stockholder that represents fifty percent (50%) or more of all Promoters Group Shareholders to the voting power of all classes of stock of Proposed Transferee identified by IGC under Clause 7 above on the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling StockholderTransfer Terms. (b) The Controlling Stockholder who desires to exercise its Drag-If a Drag Along Rights shall deliver a notice to Notice is issued by IGC, the Participant Transfer and the Company setting forth the terms purchase of the Sale Transaction (including the proposed closing date for the Sale TransactionIGC Transfer Shares and Promoter Outstanding Shares shall, subject to Clause 8(b), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven completed within thirty (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (12030) days from the date of issue of the notice described in subsection 3.4(b) aboveDrag Along Notice by IGC, the time taken to obtain any regulatory approval being excluded for the calculation. At such closing, IGC and Promoter Group Shareholders shall deliver certificates and other documents representing their title to the IGC Transfer Shares and the Promoter Outstanding Shares, respectively, accompanied by duly executed and valid instruments of transfer, to consummate any Sale Transaction andthe Proposed Transferee. IGC shall procure that the third party shall deliver at such closing, promptly after payment in full of the Offer Price in accordance with the terms set forth in the Transfer Notice and execute the Transferee Deed of Adherence. At such consummationclosing, shall notify all of the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted Parties to the Participant the proceeds attributable transaction shall execute such additional documents as may be necessary or appropriate to effect the sale of the Participant’s IGC Transfer Shares not later than three and Promoter Outstanding Shares to the Proposed Transferee. Any stamp duty or transfer charges payable on the transfer of any IGC Transfer Shares and the Promoter Outstanding Shares shall be borne in accordance with the Transfer Terms. (3c) business days after the closing Any Transfer of the Sale Transaction. If any Sale Transaction is not consummated prior IGC Transfer Shares pursuant to this Clause 8 shall be valid only upon the expiration execution of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) a Transferee Deed of Adherence and shall return to be registered by the Participant Company upon a validly and duly executed (by all documents previously delivered to the Controlling Stockholder in connection parties thereto) Transferee Deed of Adherence being lodged with such Sale Transactionit.

Drag-Along Rights. (a) If one both of the Lead Stockholders propose a transfer in connection with a sale or more exchange, whether directly or pursuant to a merger, consolidation or otherwise (a "Drag- Along Sale"), the Lead Stockholders (the “Controlling Stockholder”) wishes may require all other Stockholders to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares proposed to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 therein (“"Drag-Along Rights”). If ") then held by every Stockholder, for the Controlling Stockholder exercises same consideration and otherwise on the same teens and conditions (including timing of receipt of consideration) as the sale by Lead Stockholders; provided, however, that if either of the Lead Stockholders and its respective Affiliates cease to collectively beneficially own at least 20% of the shares of Common Stock (including shares of Common Stock issuable upon conversion of securities convertible, exchangeable or exercisable for shares of Common Stock) beneficially owned by them immediately following the closing of the transactions contemplated by the Securities Purchase Agreement, Stockholders collectively holding more than 50% of the voting power represented by the outstanding Shares and shares of Class B Common Stock (the "Majority Stockholders") shall have the ability to exercise the Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling StockholderRights described in this Section 4.2. (b) The Controlling Stockholder who desires to exercise its Lead Stockholders or the Majority Stockholders, as applicable, shall provide written notice of such Drag-Along Rights Sale to the other Stockholders (a "Drag-Along Notice") not later than the 15th day prior to the proposed Drag-Along Sale. The Drag-Along Notice shall identify the transferee, the number of Shares and/or shares of Class B Common Stock to be transferred, the consideration for which a transfer is proposed to be made (the "Drag-Along Sale Price(s)") and all other material terms and conditions of the Drag-Along Sale. Subject to Section 4.2(d), each Stockholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Notice and to tender all its Shares and shares of Class B Common Stock as set forth below. The price(s) payable in such transfer shall be the Drag-Along Sale Price(s). Not later than the 10th day following the date of the Drag-Along Notice (the "Drag-Along Notice Period"), each of the Stockholders shall deliver to a notice to representative of Lead Stockholders or the Participant Majority Stockholders, as applicable, designated in the Drag-Along Notice certificates representing all the Shares and the Company setting forth the terms shares of the Sale Transaction (including the proposed closing date for the Sale Transaction)Class B Common Stock beneficially owned and held by such Stockholder, and provide duly endorsed, together with all other documents required to be executed in connection with such Drag-Along Sale, or if such delivery is not permitted by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificatesapplicable law, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails an unconditional agreement to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred shares pursuant to the provisions of this Section 3.44.2 at the closing for such Drag-Along Sale against delivery to such Stockholder of the consideration therefor. (c) The Controlling Stockholder Lead Stockholders or the Majority Stockholders, as applicable, shall have one hundred twenty (120) a period of 90 days from the date of receipt of the notice described in subsection 3.4(b) above, Drag-Along Notice to consummate any the Drag-Along Sale Transaction and, promptly after on the terms and conditions set forth in such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Drag-Along Sale TransactionNotice. If any the Drag-Along Sale Transaction is shall not have been consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Sectionduring such period, the Controlling Stockholder may not thereafter consummate Lead Stockholders or the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and Majority Stockholders, as applicable, shall return to each of the Participant Stockholders all certificates or other evidence of title and ownership representing shares that such Stockholders delivered for transfer pursuant hereto, together with any documents previously delivered to in the Controlling Stockholder possession of the Lead Stockholders or the Majority Stockholders, as applicable, executed by the other Stockholders in connection with such Sale Transactionproposed transfer, and all the restrictions on transfer contained in this Agreement or otherwise applicable at such time with respect to shares owned by the Stockholders shall again be in effect. (d) Concurrently with the consummation of the transfer of shares pursuant to this Section 4.2, the Lead Stockholders or the Majority Stockholders, as applicable, shall give notice thereof to all Stockholders, shall remit to each of the Stockholders who have surrendered their certificates or other evidence of title and ownership the total consideration (by bank or certified check) for the shares transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by such Stockholders.

Drag-Along Rights. (a) If one both of the Lead Stockholders propose a transfer in connection with a sale or more exchange, whether directly or pursuant to a merger, consolidation or otherwise (a "Drag-Along Sale"), the Lead Stockholders (the “Controlling Stockholder”) wishes may require all other Stockholders to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares proposed to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 therein (“"Drag-Along Rights”). If ") then held by every Stock holder, for the Controlling Stockholder exercises same consideration and otherwise on the same terms and conditions (including timing of receipt of consideration) as the sale by Lead Stockholders; provided, however, that if either of the Lead Stockholders and its respective Affiliates cease to collectively beneficially own at least 20% of the shares of Common Stock (including shares of Common Stock issuable upon conversion of securities convertible, exchange able or exercisable for shares of Common Stock) beneficially owned by them immedi ately following the closing of the transactions contemplated by the Securities Purchase Agreement, Stockholders collectively holding more than 50% of the voting power represented by the outstanding Shares and shares of Class B Common Stock (the "Majority Stockholders") shall have the ability to exercise the Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling StockholderRights described in this Section 4.2. (b) The Controlling Stockholder who desires to exercise its Lead Stockholders or the Majority Stockholders, as applicable, shall provide written notice of such Drag-Along Rights Sale to the other Stockholders (a "Drag-Along Notice") not later than the 15th day prior to the proposed Drag-Along Sale. The Drag- Along Notice shall identify the transferee, the number of Shares and/or shares of Class B Common Stock to be transferred, the consideration for which a transfer is proposed to be made (the "Drag-Along Sale Price(s)") and all other material terms and conditions of the Drag-Along Sale. Subject to Section 4.2(d), each Stockholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag- Along Notice and to tender all its Shares and shares of Class B Common Stock as set forth below. The price(s) payable in such transfer shall be the Drag-Along Sale Price(s). Not later than the 10th day following the date of the Drag-Along Notice (the "Drag-Along Notice Period"), each of the Stockholders shall deliver to a notice to representative of Lead Stockholders or the Participant Majority Stockholders, as applicable, designated in the Drag-Along Notice certificates representing all the Shares and the Company setting forth the terms shares of the Sale Transaction (including the proposed closing date for the Sale Transaction)Class B Common Stock beneficially owned and held by such Stockholder, and provide duly endorsed, together with all other documents required to be executed in connection with such Drag-Along Sale, or if such delivery is not permitted by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificatesapplicable law, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails an unconditional agreement to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred shares pursuant to the provisions of this Section 3.44.2 at the closing for such Drag-Along Sale against delivery to such Stockholder of the consideration therefor. (c) The Controlling Stockholder Lead Stockholders or the Majority Stockholders, as applicable, shall have one hundred twenty (120) a period of 90 days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale receipt of the Participant’s Shares not later than three (3) business days after Drag-Along Notice to consum mate the closing of Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale TransactionNotice. If any the Drag-Along Sale Transaction is shall not have been consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Sectionduring such period, the Controlling Stockholder may not thereafter consummate Lead Stockholders or the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and Majority Stockholders, as applicable, shall return to each of the Participant Stockholders all documents previously certificates or other evidence of title and ownership representing shares that such Stockholders delivered to for transfer pursuant hereto, together with any docu ments in the Controlling Stockholder possession of the Lead Stockholders or the Majority Stockholders, as applicable, executed by the other Stockholders in connection with such Sale Transactionproposed transfer, and all the restrictions on transfer contained in this Agreement or otherwise applicable at such time with respect to shares owned by the Stockholders shall again be in effect. (d) Concurrently with the consummation of the transfer of shares pursuant to this Section 4.2, the Lead Stockholders or the Majority Stockholders, as applicable, shall give notice thereof to all Stockholders, shall remit to each of the Stockholders who have surrendered their certificates or other evidence of title and ownership the total consider ation (by bank or certified check) for the shares transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by such Stockholders.

Drag-Along Rights. (a) If one or more Stockholders (The Management Stock shall be subject to customary drag-along rights in the “Controlling Stockholder”) wishes to sell all or part event of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, a Major Event or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Major Investor Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its DragTag-Along Rights The Management Stock shall deliver have customary tag-along rights in the event of a notice Major Event or Major Investor Sale. Registration Rights Eligible Management Members shall have customary piggy back (but not demand) registration rights with respect to Management Stock, subject to customary indemnification, cutback and similar provisions. Repurchase Management Stock may be repurchased by the Company or the Investors from an Eligible Management Member under certain circumstances to be specified, including, but not limited to, employee termination, death or disability, at prices and upon terms and subject to conditions to be mutually agreed among the parties to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days Stock Purchase Agreement prior to the proposed closing date referred Closing. Documentation The purchase by Eligible Management Members of Management Stock shall be pursuant to above all documents subscription agreements between the Company and certificates, correctly endorsed each Eligible Management Member purchasing Management Stock containing customary terms and executed, necessary conditions to close be mutually agreed among the Sale Transaction. If the Participant fails to deliver such documents parties to the Controlling StockholderStock Purchase Agreement prior to the Closing. The Company will use its reasonable best efforts to enter into subscription agreements with such Eligible Management Members on or prior to the filing of the Bankruptcy Case; provided, however, that the purchase by Eligible Management Members of Management Stock shall close simultaneously with the Closing of the Investment. Concurrent with the Closing of the Investment and the Restructuring, the Company shall cause its books have authorized and records to show that implemented an Employee Stock Option Plan (the Shares held “New Option Plan”) providing for the grant of options (which may be non-qualified options or incentive stock options, as recommended by management and approved by the Participant have been transferred Investors, which approval shall not be unreasonably withheld) (the “New Options”) to purchase shares of Class A Common Stock in an amount up to 5.0% of the Common Stock outstanding after giving effect to the issuance of Common Stock in connection with the Investment and the Restructuring (including the Management Shares but excluding any Common Stock issuable pursuant to the provisions New Options) (the “Outstanding Common Stock”). Shares of this Section 3.4. (c) Class A Common Stock subject to New Options granted pursuant to the New Option Plan shall be in addition to the Management Shares as contemplated by Exhibit H to the Stock Purchase Agreement. The Controlling Stockholder New Options shall have one hundred twenty the following terms in addition to the terms contemplated by the New Option Plan (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, which shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause contain commercially reasonable terms to be remitted recommended by Company management and approved by the Investors (such approval not to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.be unreasonably withheld)):

Drag-Along Rights. (a) If one or Compass proposes to sell more Stockholders than 5% of the then outstanding shares of any class of the Company’s Common Stock in a bona fide transaction to a non-affiliated third party at any time, Compass shall have the right to require Stockholder to sell such percentage of Stockholder’s Shares to the same purchaser as proposed to be sold by the Company, upon the same terms and conditions on which, and at the same time, as the Company sells its shares. The rights referred to in this Section 3.5 shall be exercised by written notice to Stockholder (the “Controlling StockholderDisposition Notice”) wishes from Compass proposing the sale or other disposition contemplated herein. The Disposition Notice shall specify the number of shares to sell all or part be sold, the price, terms and conditions of such proposed sale and a description of the capital stock of the Company owned by the Controlling proposed purchaser. The Disposition Notice shall be deemed effective with respect to Stockholder that represents fifty percent upon receipt. (50%b) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate Promptly following receipt of such Controlling Disposition Notice, Stockholder shall deliver to Compass (a “Sale Transaction”)or such other person as may be agreed upon between Compass and Stockholder) to be held by Compass (or such other person) for sale or return upon the terms of this Section 3.5, such Controlling Stockholder may, in its sole discretion, require the Participant to sell all certificate or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case certificates representing the Shares to be sold will become Vested Shares) as the Controlling Stockholder or otherwise disposed of pursuant to this Section, duly endorsed, together with a limited power-of-attorney authorizing Compass to sell or otherwise dispose of such Shares in accordance with the terms of this Section 3.4 Section. (“Drag-Along Rights”). If c) Promptly after the Controlling Stockholder exercises its Drag-Along Rights, consummation of the Participant shall be required to sell his/her Shares sale or a portion other disposition of his/her Shares at a purchase price per Share and upon the same terms as the shares of Compass and the Controlling Shares of Stockholder to the third party, and in any event not later than 2 business days after such consummation, Compass shall remit to Stockholder the total sale price of Stockholder’s Shares sold or otherwise disposed of pursuant hereto (after deduction of Stockholder’s proportionate share of the out-of-pocket expenses associated with such sale based on the number of shares or Shares, as applicable, sold by Stockholder, Compass and any other stockholder of the Company) and shall furnish such other evidence of the expenses associated with and the completion and time of completion of such sale or other disposition and the terms thereof, as may reasonably be requested by Stockholder. (bd) The Controlling Stockholder who desires Compass shall have 90 days from the date of Stockholder’s receipt of the Disposition Notice in which to exercise its Drag-Along Rights shall deliver a notice sell such Shares to the Participant third party at the price and on the terms not less favorable to Stockholder than will be received by Compass. If, at the end of such 90 day period Compass has not completed the sale or other disposition of its shares and the Company setting forth the terms Shares of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the all certificates representing Shares held by the Participant have been transferred delivered for sale or other disposition pursuant to this Section shall be returned to Stockholder. Thereafter, Compass may complete its sale or other disposition to such non-affiliated third parties; provided, however, that Stockholder shall not be bound by the provisions of this Section 3.4with respect to such sale. This Section shall, however, apply to any other proposed sale or other disposition. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. If the Company’s Board of Directors and the Investor approve a Change of Control Transaction, each of the Holders agrees (i) to vote all shares of capital stock held by such party in favor of such Change of Control Transaction, (ii) to sell or exchange all shares of capital stock then held by such party pursuant to the terms and conditions of such Change of Control Transaction, (iii) not to exercise any dissenter’s rights or rights of appraisal under applicable law at any time with respect to the Change of Control Transaction, and (iv) not to deposit, and to cause the Holder’s affiliates not to deposit, except as provided in this Agreement, any shares of capital stock then held by such party or its affiliate in a voting trust or subject any shares of capital stock then held by such party 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 Change of Control Transaction, subject to the following conditions: (a) If one No party shall be required to make any representation, covenant or more Stockholders warranty in connection with the Change of Control Transaction, other than as to such party’s ownership and authority to sell, free of liens, claims and encumbrances, the shares of capital stock proposed to be sold by such party; (b) The consideration payable with respect to each share in each class or series as a result of such Change of Control Transaction is the “Controlling Stockholder”same (except for cash payments in lieu of fractional shares) wishes to sell all as for each other share in such class or part series; (c) Each class and series of the capital stock of the Company owned by will be entitled to receive the Controlling Stockholder that represents fifty percent same form of consideration (50%and be subject to the same indemnity and escrow provisions) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or as a series of related transactions, to a third-party who is not an Affiliate result of such Controlling Stockholder Change of Control Transaction; and (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require d) The payment with respect to each share of capital stock is an amount at least equal to the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder payable in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along RightsCharter, if such Change of Control Transaction were deemed a liquidation, dissolution or winding up as contemplated by the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling StockholderCharter. (be) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice Notwithstanding the foregoing, the restrictions provided in this Section 3.1 will not apply to the Participant and Change of Control Transaction if the Company setting forth other party in transaction is an entity that controls, is controlled by, or is under common control with the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4Investor. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If the Company or one or more of Majority Stockholders (collectively, the “Drag-Along Seller”) wants to consummate a Sale of Control Transaction, the Company or the Drag-Along Sellers, as the case may be, shall have the right (but not the obligation) to require the other Investors owning Notes or Conversion Shares (each a “Drag-Along Investor” to Transfer all of their Notes or Conversion Shares to the Proposed Transferee for the same consideration per share and otherwise on the same terms and conditions upon which the Drag-Along Sellers are selling their Common Stock pursuant to the provisions set forth below (subject to any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities) (the “Controlling StockholderDrag-Along Right”) wishes to sell all ). The Company and the Drag-Along Sellers may not exercise the right set forth in this Section 4 unless it or part of the capital stock of the Company owned by the Controlling Stockholder that represents they hold not less than fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transactionFully-Diluted Common Stock. (a) Prior to making the Transfer, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”)Sellers shall first send an Offer Notice and copies of all documentation, including relevant agreements, relating to the Transfer. If Within fifteen (15) days following the Controlling Stockholder exercises its date of the Offer Notice. Each Drag-Along RightsInvestor shall effect its participation in any Sale of Control Transaction, and as part of its participation in the Participant shall be required Sale of Control Transaction pursuant to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its duly exercised Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction)Right, and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Proposed Transferee at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of the Notes or Conversion Shares owned by such Drag-Along Investor which is to be transferred in connection with the Sale of Control Transaction, and each Drag-Along Investor shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Sale of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect thereto) that the Proposed Transferee of the Notes or Conversion Shares (or interests therein) is receiving good and marketable title to such Notes or Conversion Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that with respect to any matter as to which a Tag-Along Stockholder at least seven shall agree to provide indemnification (7) business days prior other than its own title to such Stock), such Drag-Along Investor shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Stock involved in such transfer that are represented by the Notes or Conversion Shares owned by such Drag-Along Investor. In addition, each Drag-Along Investor and the Drag-Along Sellers shall reasonably cooperate and consult with each other in order to effect the Sale of Control Transaction, and each Drag-Along Investor shall provide reasonable assistance to the proposed closing date referred Drag-Along Sellers in connection with the preparation of disclosure schedules relating to above all documents representations and certificateswarranties to be made to the Proposed Transferee in connection with such Sale of Control Transaction and in the determination of the appropriate scope of, correctly endorsed or limitations or exceptions to, such representations and executed, necessary to close the Sale Transactionwarranties. If the Participant fails any Drag-Along Investor should fail to deliver such documents certificates and instruments of transfer to the Controlling StockholderDrag-Along Sellers (or their designee), the Company shall cause its books and records to show that the such shares of Notes or Conversion Shares held are bound by the Participant have been transferred pursuant to the provisions of this Section 3.44 and that such Notes or Conversion Shares shall have been transferred to the Proposed Transferee, and all certificates or other evidence of ownership of the Notes or Conversion Shares subject to this Section 4 shall be deemed to be cancelled. (cb) The Controlling Stockholder shall have one hundred twenty (120) days from Simultaneously with the date consummation of the notice described in subsection 3.4(b) aboveSale of Control, the Company pursuant to consummate any Sale Transaction andthis Section 4, promptly after such consummation, the Company shall notify the Company Drag-Along Investors and the Participant other Company stockholders of the consummation of the sale, and shall cause the Proposed Transferee to that effect. The Controlling Stockholder shall also cause to be remitted remit directly to the Participant Drag-Along Investors and other Company stockholders (including the proceeds attributable to Drag-Along Sellers) the sale of the Participant’s Shares not later than three (3) business days after the closing total sales price of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of Control or consideration paid pursuant thereto and shall furnish such other evidence of the one-hundred twenty (120) day period referred to in this Section, completion and time of completion of such sale or other disposition and the Controlling Stockholder terms thereof as may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionbe reasonably requested.

Drag-Along Rights. (a) If one or more Stockholders (Each Stockholder shall transfer all, but not less than all Shares then owned by such Stockholder, in connection and together with the “Controlling Stockholder”) wishes to sell sale of all, but not less than all or part of the capital stock of the Company Shares then owned by Apollo and its Affiliates and the Controlling Stockholder that represents fifty percent Other Stockholders in a bona fide transaction (50%a "Drag Transaction") or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party any person who is not an Affiliate of such Controlling Stockholder Apollo (a “"Purchaser"). Prior to consummating any Drag Transaction, Apollo will deliver to each Other Stockholder a written notice (a "Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require Notice") specifying (i) the Participant to sell all or the same proportionate nature and aggregate amount of Shares consideration (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares "Sale Price") to be sold will become Vested Shares) as paid to the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and Stockholders upon the same terms as the shares consummation of the Controlling Stockholder. Drag Transaction, (bii) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant identity of the Purchaser, and the Company setting forth the (iii) all other material terms of the Sale Transaction (such proposed Drag Transaction, including the proposed date of the closing date for of the Drag Transaction (the "Drag Transaction Closing Date"). On the Drag Transaction Closing Date, each Stockholder shall sell to the Purchaser 100% of the Shares then held by such Stockholder on the terms and subject to the conditions set forth in the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale TransactionNotice. If the Participant any Stockholder fails to deliver certificates representing its Shares as required by this Section 6.3, such documents Stockholder (i) shall not be entitled to the Controlling Stockholderconsideration it is to receive in the Drag Transaction until it cures such failure (provided, that after curing such failure it shall be so entitled to such consideration without interest), (ii) shall for all purposes be deemed no longer to be a stockholder of the Company and have no voting rights, (iii) shall cause its books and records not be entitled to show that any dividends or other distributions declared after the Drag Transaction Closing Date with respect to the Shares held by it, (iv) shall have no other rights or privileges granted to Stockholders under this or any future agreement and (v) in the Participant event of liquidation of the Company, its rights with respect to any consideration it would have been transferred pursuant received if it had complied with this Section 6.3, if any, shall be subordinate to the provisions rights of this any equity holder. This Section 3.4. (c) The Controlling Stockholder 6.3 shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted inure to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Sectionbenefit of, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.be enforceable 10

Drag-Along Rights. (ai) If one If, at any time on or more Stockholders after the first anniversary of the First Closing, a Stockholder who, together with its Permitted Transferees, holds no less than 51% of the outstanding Common Stock (the collectively, a “Controlling Dragging Stockholder”) wishes ), receives a bona fide offer from a Third Party Purchaser to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding consummate, in one transaction, or a series of related transactions, to a third-party who is not an Affiliate Change of such Controlling Stockholder Control (a “Sale TransactionDrag-along Sale”), such Controlling the Dragging Stockholder mayshall have the right to require that each other Stockholder (each, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (a “Drag-Along Rightsalong Stockholder”) participate in such Transfer in the manner set forth in this Section 6.04(c). If the Controlling Stockholder exercises its , provided, however, that no Drag-Along Rights, the Participant along Stockholder shall be required to sell his/her Shares participate in the Drag-along Sale if (i) the consideration for the Drag-along Sale is other than cash or registered securities listed on an established U.S. securities exchange or traded on the NASDAQ Stock Market or (ii) the Drag-along Sale would result in the purchase by such Third Party Purchaser of less than all of the Common Stock. Notwithstanding anything to the contrary in this Agreement, each Drag-along Stockholder shall vote in favor of, and shall take all actions to waive any dissenters, appraisal or other similar rights with respect to, a portion Drag-along Sale that meets the conditions set forth in the proviso to the foregoing proviso. (ii) The Dragging Stockholder shall exercise its rights pursuant to this Section 6.04(c) by delivering a written notice (the “Drag-along Notice”) to the Company and each Drag-along Stockholder no later than 20 days prior to the closing date of his/her Shares at such Drag-along Sale. The Drag-along Notice shall make reference to the Dragging Stockholder’s rights and obligations hereunder and shall describe in reasonable detail: (A) the number of shares of Common Stock to be sold by the Dragging Stockholder, if the Drag-along Sale is structured as a Transfer of Common Stock; (B) the identity of the Third Party Purchaser; (C) the proposed date, time and location of the closing of the Drag-along Sale; (D) the per share purchase price per Share and upon the same other material terms as the shares and conditions of the Controlling Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and (E) a copy of any form of agreement proposed to be executed in connection therewith. (iii) If the Drag-along Sale is structured as a Transfer of Common Stock, then, subject to Section 6.04(c)(iv), the Dragging Stockholder and each Drag-along Stockholder shall Transfer all of the Common Stock held by such Dragging Stockholder and each Drag-along Stockholder. (biv) The Controlling Stockholder who desires consideration to exercise its be received by a Drag-Along Rights along Stockholder shall deliver a notice be the same form and amount of consideration per share of Common Stock to be received by the Dragging Stockholder (or, if the Dragging Stockholder is given an option as to the Participant form and amount of consideration to be received, the same option shall be given) and the terms and conditions of such Transfer shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Dragging Stockholder Transfers its Common Stock. Each Drag-along Stockholder shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Dragging Stockholder makes or provides in connection with the Drag-along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Dragging Stockholder, the Drag-along Stockholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Dragging Stockholder and each Drag-along Stockholder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Stockholder and each Drag-along Stockholder, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Stockholder and each such Drag-along Stockholder in connection with the Drag-along Sale; and provided, further, that a Drag-along Stockholder shall not be required to agree to a non-competition covenant broader in scope than the non-competition covenant set forth in Section 6.03(a). (v) The fees and expenses of (x) the Dragging Stockholder and (y) each Drag-along Stockholder, in each case of (x) and (y), incurred in connection with a Drag-along Sale and for the benefit of all Stockholders (it being understood that costs incurred by or on behalf of a Dragging Stockholder and/or a Drag-along Stockholder for 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 setting forth or the Third Party Purchaser, shall be shared by all the Stockholders on a pro rata basis, based on the aggregate consideration received by each Stockholder; provided, that no Stockholder shall be obligated to make or reimburse any out-of-pocket expenditure prior to the consummation of the Drag-along Sale. (vi) Each Stockholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Dragging Stockholder. (vii) The Dragging Stockholder shall have 60 days following the date of the Drag-along Notice in which to consummate the Drag-along Sale, on the terms of set forth in the Sale Transaction Drag-along Notice (including which such 60 day period may be extended for a reasonable time not to exceed 90 days to the proposed closing date for the Sale Transaction), and provide all documents extent necessary to obtain any Government Approvals required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver Transfer all of the Common Stock to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale TransactionThird Party Purchaser). If at the Participant fails to deliver end of such documents to the Controlling Stockholderperiod, the Company shall cause its books and records Dragging Stockholder has not completed the Drag-along Sale, the Dragging Stockholder may not then effect a transaction subject to show that the Shares held by the Participant have been transferred pursuant to this Section 6.04(c) without again fully complying with the provisions of this Section 3.46.04(c). (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one or If: (i) a Shareholder which owns more Stockholders than 50% of the issued and outstanding shares of the Company (a “Majority Shareholder”) receives, from an arm’s length third party (the “Controlling StockholderThird Party Offeror”), a bona fide Third Party Offer to purchase all of its Shares; (ii) the Majority Shareholder has complied with the provisions of subsection 4.2 with respect to the sale of the Offered Shares; (iii) neither the Shareholders entitled to receive the RFR Offer nor the Company has completed a purchase of the Offered Shares in accordance with the provisions of subsection 4.2; and (iv) the Majority Shareholder has accepted the Third Party Offer; then the Majority Shareholder shall have the right (the “Drag Along Right”) wishes to require the other Shareholders to sell all or part but not less than all of the capital stock of Shares held by them to the Company owned by Third Party Offeror for the Controlling Stockholder that represents fifty percent (50%) or more of all consideration and on the voting power of all classes of stock of the Company then outstanding terms and conditions provided in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”paragraph 4.6(b), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires Drag Along Right may only be exercised by the Majority Shareholder giving a written notice (a “Drag Along Notice”) to exercise its Drag-Along Rights each of the other Shareholders, which notice: (i) shall deliver a notice to stipulate the Participant name of the Third Party Offeror, and the Company setting forth time, date and place of completing the terms sale of the Sale Transaction Offered Shares which the other Shareholders are being required to make; (including ii) shall be accompanied by a copy of the proposed closing date Third Party Offer and by a written offer (the “Purchase Offer”) from the Third Party Offeror offering to purchase from each other Shareholder all of the Shares held by such other Shareholder for the Sale Transaction), same per Share and provide all documents required to on the same terms and conditions as are contained in the Third Party Offer; and (iii) shall be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business given not less than 15 days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close fixed for completion of the Sale Transactiontransaction provided for by the Purchase Offer. If a Drag Along Notice has been given, then during the Participant fails to deliver period between the giving of such documents to Drag Along Notice and the Controlling Stockholder, day following the Company shall cause its books and records to show that day fixed for completion of the Shares held transactions contemplated by the Participant have been transferred pursuant Purchase Offer to the provisions of this Section 3.4which such Drag Along Notice relates, no further Drag Along Notice may be given. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date Promptly following its receipt of the notice described Purchase Offer (and in subsection 3.4(b) aboveany event within 10 days after its receipt thereof), each other Shareholder shall duly execute the Purchase Offer and deliver it in accordance with the terms of the Purchase Offer, provided that no Shareholder will be required to consummate make any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted representations or warranties to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If Third Party Offeror or any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder other Person in connection with such Sale TransactionPurchase Offer other than with respect to such Shareholder’s power, capacity and authority to Transfer its Shares and such Shareholder’s title to its Shares, and no Shareholder will be required to agree to indemnify, or otherwise undertake any liability to, the Third Party Offeror or any other Person in connection with such Purchase Offer in excess of the purchase price received by such Shareholder for the Transfer of its Shares. (d) At the time of completing any sale of its Shares contemplated by this subsection 4.6, each Shareholder shall deliver to the Third Party Offeror share certificates for the Shares which are to be sold by such Shareholder to the Third Party Offeror, duly endorsed in blank for transfer, against satisfaction in full of the price for such Shares in accordance with the terms of the Purchase Offer.

Drag-Along Rights. (i) If at any time Purchaser desires to accept a bona fide offer (a “Purchase Offer”) from any Person or Persons other than a Permitted Transferee of Purchaser to purchase any shares of Preferred Stock or Underlying Common Stock held by Purchaser, then Purchaser shall promptly deliver to LS Purchaser a written notice which shall state Purchaser’s intention to engage in such sale transaction and set forth the terms and conditions of such transaction, including (a) If one the number of shares of Preferred Stock or more Stockholders Underlying Common Stock to be sold, (b) the identity of the proposed purchaser and (c) the proposed amount of consideration and terms and conditions of payment offered by such proposed purchaser (a “Purchaser Offer Notice”). LS Purchaser hereby agrees not to disclose the existence or substance of any Purchaser Offer Notice delivered to it to any other Person (other than to LS Purchaser’s legal, tax, accounting and financial advisers, who shall agree prior to such disclosure to be bound by such non-disclosure obligation). (ii) In connection with a Purchaser Divestiture, Purchaser shall have the right to require LS Purchaser to participate in such sale by Purchaser by selling as part of the Purchaser Divestiture that number of shares of Preferred Stock or Underlying Common Stock held by LS Purchaser equal to the product of (y) the number of shares of Preferred Stock or Underlying Common Stock held by LS Purchaser multiplied by (z) a fraction, the numerator of which is the number of shares of Preferred Stock or Underlying Common Stock that Purchaser proposes to sell in the applicable sale transaction and the denominator of which is the total number of shares of Preferred Stock or Underlying Common Stock held by Purchaser (the “Controlling Stockholder”) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “LS Purchaser Sale TransactionAmount”), such Controlling Stockholder may, on the terms and subject to the conditions set forth in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares Purchaser Offer Notice (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (a “Drag-Along RightsRight”); provided, however, that in the event the sale of the LS Purchaser Sale Amount would cause LS Purchaser to no longer satisfy the LS Purchaser Ownership Condition (other than in the context of a Change of Control (as defined in the Certificate of Designation) or any other Purchaser Divestiture that results in LS Purchaser no longer holding any shares of Preferred Stock), the LS Purchaser Sale Amount shall be equal to the number of shares of Preferred Stock or Underlying Common Stock held by LS Purchaser that may be sold while still satisfying the LS Purchaser Ownership Condition. If the Controlling Stockholder exercises its Each Drag-Along Rights, the Participant Right shall be required exercisable by Purchaser by including in the Purchaser Offer Notice applicable to sell his/her Shares or a portion of his/her Shares at Purchaser Divestiture a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires statement that Purchaser elects to exercise its Drag-Along Rights shall deliver a Right. At any time prior to the closing of such Purchaser Divestiture, Purchaser may withdraw its election to exercise its Drag-Along Right upon written notice to LS Purchaser. (iii) Purchaser’s exercise of its Drag-Along Right shall be subject to the Participant following limitations: (u) the representations required to be made by LS Purchaser in the sale of shares of Preferred Stock in connection therewith shall be limited to those related to the ownership of shares of Preferred Stock; (v) terms of the sale do not include any indemnification, guaranty or similar undertaking that is not made or given on a several (and not a joint and several basis); (w) the Company setting forth sale does not result in liability to LS Purchaser that exceeds the fair market value of the consideration to be received by LS Purchaser in connection with the sale; (x) the terms of the Sale Transaction sale do not impose any restriction on the ongoing business activities of LS Purchaser, such as non-compete restrictions, unless consented to by LS Purchaser; (including y) the proposed closing date for the Sale Transaction), and provide all documents required form of consideration to be executed received by Purchaser, or the Participant election to receive any form of consideration offered to Purchaser, shall, in order either case, be the same consideration or election offered to consummate such Sale Transaction. The Participant LS Purchaser; and (z) if the consideration offered is neither cash nor a publicly-traded security, LS Purchaser shall deliver be entitled to receive registration rights vis-a-vis Purchaser that are no less favorable than the Controlling Stockholder at least seven (7) business days prior registration rights provided to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of LS Purchaser under this Section 3.4Agreement. (civ) The Controlling Stockholder shall have one hundred twenty (120) days from the date closing of the notice described in subsection 3.4(b) above, to consummate purchase and sale of any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause shares of Preferred Stock or Underlying Common Stock to be remitted sold by LS Purchaser pursuant to the Participant the proceeds attributable to the sale Purchaser’s exercise of the Participant’s Shares not later than three (3) business days after Drag-Along Right shall occur concurrently with the closing of the Sale Transaction. If any Sale Transaction is corresponding Purchaser Divestiture, which shall be on a date not consummated prior to less than one hundred and eighty (180) days, unless otherwise waived by LS Purchaser, after the expiration giving of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionPurchaser Offer Notice.

Drag-Along Rights. If at any time prior to the IPO, a bona fide offer (aa "Bona Fide Offer") If one is made by an independent third party to purchase all or more Stockholders substantially all of the Company's assets or equity securities, then if the Bona Fide Offer is received by a Securityholder, that Securityholder shall promptly notify the Company in writing of the terms, including price, and conditions of the Bona Fide Offer. Upon receipt of the notice from the Securityholder or, if the Bona Fide Offer is received by the Company directly from the independent third party, the Company, promptly shall notify (the “Controlling Stockholder”"Company Notice") wishes to sell all or part the Securityholders in writing of the capital stock Bona Fide Offer, specifying the terms, including price, and conditions of the Bona Fide Offer. The Securityholders owning at least two-thirds (2/3) of the shares of Common Stock on a fully-diluted basis owned by all of the Securityholders on the date of the Bona Fide Offer (the "Two-Thirds Interest") shall have the option (the "Option"), for a period of thirty (30) days from the date of receipt of the Company owned Notice, to require the Company and the Securityholders to accept the Bona Fide Offer; provided, however, that the Company may elect instead to acquire all of the Securityholders' Securities (the "Securityholders' Equity") on the same terms, including price, and subject to the same conditions as specified in the Bona Fide Offer (except that the consideration payable to the Securityholders shall be cash). Any election by the Controlling Stockholder that represents fifty percent (50%Company pursuant to this Section 7(b) or more shall be at the direction of all a two-thirds majority of the voting power members of all classes the Board of stock Directors of the Company then outstanding (the "Board")(with the Securityholders' Board representatives abstaining from any such vote to the extent that they or their affiliates are party to the Option election). Should the Two-Thirds Interest desire to exercise the Option, they shall notify the Company (the "Securityholders' Notice") in one transaction, writing of their exercise of the Option prior to the expiration of the aforementioned thirty (30) day period. The Company shall have thirty (30) days from the date of receipt of the Securityholders' Notice to elect whether to acquire the Securityholders' Equity or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require accept the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”)Bona Fide Offer. If the Controlling Stockholder exercises its Drag-Along RightsCompany declines to acquire the Securityholders' Equity, the Participant shall be required Securityholders hereby agree to sell his/her Shares or a portion effect the sale of his/her Shares at a purchase price per Share and upon their Securities (or, if the same terms as transaction is an asset sale, to effect the shares of the Controlling Stockholder. (basset sale) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice pursuant to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale TransactionBona Fide Offer. If the Participant fails Company elects to deliver such documents to acquire the Controlling StockholderSecurityholders' Equity, it shall consummate the Company shall cause its books and records to show that acquisition of the Shares held by Securityholders' Equity on or before the Participant have been transferred pursuant to the provisions of this Section 3.4. period expiring ninety (c) The Controlling Stockholder shall have one hundred twenty (12090) days from the date of the notice described in subsection 3.4(b) above, Company Notice. If the Company shall fail to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale acquisition of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated Securityholders' Equity on or prior to the expiration of such period, then the one-hundred twenty (120) day period referred to in this SectionCompany and the Securityholders shall accept the Bona Fide Offer. If, however, the Controlling Stockholder may not thereafter Bona Fide Offer has been withdrawn prior to such date due to the Company's inability to timely consummate the proposed Sale Transaction (acquisition of the Securityholders' Equity, then the Securityholders shall have the election, in accordance with the procedures set forth herein, to require the Company and the Securityholders to accept the next Bona Fide Offer without complying again with subsection 3.4(b) above) and the option of the Company to acquire the Securityholders' Equity in lieu of accepting the Bona Fide Offer. The acquisition by the Company of the Securityholders' Equity shall return be for cash consideration. If the Bona Fide Offer is accepted, the Securityholders shall be entitled to receive the Participant all documents previously delivered to same form of consideration as the Controlling Stockholder in connection with such Sale TransactionCompany's Other Securityholders.

Drag-Along Rights. (a) If one or more Stockholders any Shareholder receives from a third party (the “Controlling Stockholder”"THIRD PARTY") wishes acting as principal and dealing at arm's length with the Transferring Shareholder, a bona fide written offer (the "THIRD PARTY Offer") to sell purchase all or part (but not less than all) of the Shares and Convertible Securities (which transaction may include, without limitation, an offer pursuant to a merger, amalgamation, arrangement, capital stock reorganization, consolidation or similar transaction), and the Third Party Offer is accepted by either (i) Shareholders holding at least 50% of the Company owned votes attached to the outstanding Shares and Convertible Securities held by parties to this Agreement (including votes that attach to securities issuable upon exercise of Convertible Securities) so long as the Third Party Offer is a Qualifying Offer (as defined hereinafter), or (ii) an Investors Majority (the "ACCEPTING SHAREHOLDERS"), the Accepting Shareholders shall be entitled to obtain from the Third Party an offer (a "DRAG-ALONG OFFER") to purchase all of the Shares and Convertible Securities of the Corporation held by the Controlling Stockholder that represents fifty percent Shareholders other than the Accepting Shareholders (50%the "FORCED SHAREHOLDERS") or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon on the same terms and conditions as contained in the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction)Third Party Offer, and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant subject to the provisions of this Section 3.4. (c) The Controlling Stockholder 6.4(b). Notwithstanding the foregoing, Matthews shall have not be required to accept a Drag Along Offex xxxxx to the date one hundred twenty (120) days year from the date of this Agreement. If the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause consideration to be remitted to received by the Participant Forced Shareholders in the proceeds attributable to the sale of the Participant’s Shares not later Drag-Along Offer includes consideration other than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Sectioncash or cash equivalents, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again Drag-Along Offer shall, if necessary, include a valuation prepared in accordance with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionSection 6.

Drag-Along Rights. (a) If a Change of Control Sale is proposed: (i) at any time when the members of the News Group own, in the aggregate, 20 per cent. or more of the ordinary share capital of the Company, then with the prior written consent of News Corporation and the Original Investors unless the members of the Investor Group own less than 20 per cent of the share capital of the Company or (ii) at any time when, the members of the News Group own, in the aggregate, less than 20 per cent. of the share capital of the Company, the proposed buyer or buyers or its designee may, following execution of a binding agreement (whether conditional or unconditional) for the Change of Control Sale (the “Sale Agreement”), by serving a notice in writing (a “Drag Notice”) on each Management Stockholder (or such Management Stockholder’s Permitted Transferees) who is not a party to the Sale Agreement (each, a “Dragged Seller”), require that each such Dragged Seller transfer all of the Additional Ordinary Shares and Mandatory Ordinary Shares registered in the name of such Dragged Seller and such Mandatory Ordinary Shares as will arise from the redesignation of Hurdle Shares held by such Dragged Seller pursuant to and in accordance with Articles of Association immediately prior to completion of the Drag Offer (such shares, the “Drag Shares”) on terms set forth in this Section 6.8 to one or more Stockholders persons (being the third party purchaser(s) in the Change of Control Sale or its designee) identified in the Drag Notice (each a “Drag Buyer”) at the consideration set forth in Section 6.8(b) (the “Controlling StockholderDrag Price”) wishes to sell all or part of on the capital stock of date indicated in the Company owned by Drag Notice (the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale TransactionDrag Completion Date”), such Controlling Stockholder may, in its sole discretion, require which date shall be not less than seven days after the Participant date of the Drag Notice and shall not be prior to sell all or the same proportionate amount date of Shares (including Restricted Shares at completion of the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”)Sale Agreement. If the Controlling Stockholder exercises its Drag-Along Rightstransactions contemplated under the Sale Agreement are not consummated, the Participant Drag Notice shall be required lapse and the provisions of this Section 6.8 shall cease to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholderapply in relation to such Drag Notice. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights consideration for each Drag Share shall deliver a notice be equal to the Participant and the Company setting forth the terms of highest consideration offered for each Ordinary Share in the Sale Transaction (including Agreement and shall be in the proposed closing date same form as that offered for each Ordinary Share in the Sale Transaction)Agreement, shall be paid at the same time as the consideration is payable under the Sale Agreement and provide all documents required to shall be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver subject to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4same payment terms. (c) Each Dragged Seller shall pay its pro rata share (as a deduction from the gross pre-tax proceeds to be received) of the reasonable costs (as determined by the Original Investors and News Corporation acting reasonably) incurred by the sellers in connection with the proposed Change of Control Sale and the transfer of the Drag Shares as approved by News Corporation and the Original Investors (unless the members of the Investor Group own less than 20 per cent. of the ordinary share capital of the Company) and the Company shall be entitled to deduct the amount of such share of such costs from the Drag Price to be borne by the Dragged Seller before payment of the Drag Price to the Dragged Seller and the Company shall apply the amounts so deducted towards settlement of such costs on behalf of the Dragged Sellers. (d) Each Dragged Seller shall transfer the legal and beneficial title to its Drag Shares to the Drag Buyer(s) on the terms set out in this Section 6.8, free from all Encumbrances and with full title guarantee, by delivering to the Company on behalf of the Drag Buyer(s) on or before the Drag Completion Date: (i) executed transfers in favor of the Company in respect of all of the Drag Shares to be transferred pursuant to this Section 6.8; and (ii) the relevant share certificate(s) (or an indemnity in respect thereof in a form reasonably satisfactory to the Board). all against payment on the Drag Completion Date of the aggregate consideration owed to such Dragged Seller under the Drag Offer. (e) The Controlling Stockholder buyer in the Change of Control Sale will pay to the Company (which will hold such sum in trust for the Dragged Sellers) the aggregate Drag Price due in respect of all of the Drag Shares on or prior to the Drag Completion Date. Thereafter, the Company shall release the aggregate Drag Price due to each Dragged Seller under this Section 6.8 (less the amount of costs to be borne pursuant to Section 6.8(c)) in respect of its Drag Shares following delivery to the Company by such Dragged Seller of the documents required under this Section 6.8. (f) If a Dragged Seller fails to comply with its obligations under this Section 6.8 (a “Defaulting Dragged Seller”), the Board may (and shall, if requested by the Original Investors and News Corporation) authorize any director to execute, complete and deliver as agent for and on behalf of that Dragged Seller each of the documents referred to in this Section 6.8. Subject to due stamping, the Board shall authorize registration of the transfer(s), after which the validity of such transfer(s) (if the Drag Price has been calculated in accordance with Section 6.8(b)) shall not be questioned by any person. If, for the purposes of Section 6.8(b), the “consideration” includes an offer to subscribe for or acquire any share, debt instrument or other security in the capital of the proposed buyer or its affiliates as an alternative (whether in whole or in part), the director so authorized shall have one hundred twenty full and unfettered discretion to elect to receive the cash alternative only and neither the Board nor the director so authorized shall have any liability to such Defaulting Dragged Sellers in relation thereto. (120g) days Each Defaulting Dragged Seller shall surrender its share certificate(s) relating to its Drag Shares (or the Hurdle Shares) (or provide an indemnity in respect thereof in a form reasonably satisfactory to the Board) to the Company. On, but not before, such surrender or provision, the Defaulting Dragged Seller shall be entitled to the aggregate Drag Price for its Drag Shares transferred on its behalf without interest. Payment to the Dragged Seller(s) shall be made in such manner as is agreed between the Company and the Dragged Seller(s) and in the absence of such agreement, by certified check to the relevant Dragged Seller’s last known address. Receipt of the aggregate Drag Price for the Drag Shares so transferred shall constitute an implied warranty from the relevant Dragged Seller(s) in favor of the Drag Buyer(s) that the legal and beneficial title to the relevant Drag Shares was transferred free from all Encumbrances and with full title guarantee. (h) The Management Stockholders (and their Permitted Transferees) acknowledge and agree that the authority conferred under Section 6.8(g) is necessary as security for the performance by the Dragged Seller(s) of their obligations under this Section 6.8. (i) If any shares of any class are issued by the Company at any time after the date of the Drag Notice(s) (whether as a result of or by virtue of the exercise of any right or option or otherwise) (the “Subsequent Shares”), the proposed seller(s) or buyer(s) in the Change of Control Sale shall be entitled to serve an additional notice described (a “Further Drag Notice”) on each holder of such shares (a “Further Dragged Seller”) requiring them to transfer all their Subsequent Shares to one or more persons identified in subsection 3.4(bthe Further Drag Notice at the consideration indicated in Section 6.8(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify on the Company and date indicated in the Participant to that effectFurther Drag Notice(s) (the “Further Drag Completion Date”). The Controlling Stockholder provisions of this Section 6.8 shall also cause apply to the Subsequent Shares, with the following amendments: (1) references to the “Drag Notice(s)” shall be deemed to be remitted references to the Participant the proceeds attributable “Further Drag Notice(s)”; (2) references to the sale of “Drag Share(s)” shall be deemed to be references to the Participant’s Shares not later than three “Subsequent Share(s)”; (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior references to the expiration of the one-hundred twenty (120) day period referred “Drag Completion Date” shall be deemed to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return be references to the Participant all documents previously delivered “Further Drag Completion Date”; and (4) references to the Controlling Stockholder in connection with such Sale Transactiona “Dragged Seller” shall be deemed to be references to a “Further Dragged Seller”.

Drag-Along Rights. (a) If one or more In the event of any proposed Transfer of Common Stock by any of the Selling Stockholders (other than pursuant to an Exempt Transfer or in a bona fide public distribution pursuant to an effective Registration Statement under the “Controlling Stockholder”Securities Act) wishes to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, a single transaction or a series of related transactionstransactions involving shares of Common Stock aggregating at least 51% of the shares of Common Stock collectively then owned by the Existing Stockholders to a proposed purchaser, such Selling Stockholders shall have the right (the "Drag-Along Right"), to require each Holder to Transfer to the proposed purchaser a third-party who is not an Affiliate number of Warrant Shares (and/or Warrants exercisable for a number of Warrant Shares) owned by such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require Holder equal to the Participant to sell all or the same proportionate amount total number of Warrant Shares (including Restricted the number of Warrant Shares at issuable upon the Controlling Stockholder’s optionexercise of Warrants) multiplied by a fraction, in the numerator of which case is the Shares number of shares of Common Stock to be sold will become Vested by the Selling Stockholders to the proposed purchaser and the denominator of which is the total number of shares of Common Stock then owned by the Existing Stockholders (the number of Warrant Shares that a Holder of Warrants or Warrant Shares may be required to so Transfer being referred to as such Holder's "Drag-Along Shares"). The Selling Stockholders shall give written notice (the "Drag- Along Notice") as at least 15 days prior to the Controlling Stockholder date of the proposed transfer to each Holder stating: (i) the name and address of the proposed purchaser, (ii) the proposed amount of consideration and terms and conditions of payment offered by such proposed purchaser (if the proposed consideration is not cash, the notice shall describe the terms of the proposed consideration), (iii) the number of shares of Common Stock proposed to be transferred, and (iv) that the proposed purchaser has been informed of the Drag-Along Right and has agreed to purchase Warrants and/or Warrant Shares in accordance with the terms hereof. The closing with respect to any sale to a proposed purchaser pursuant to this Section 3.4 (“shall be held at the time and place specified in the Drag-Along Rights”). If Notice but in any event within 60 days of the Controlling Stockholder exercises its date the Drag-Along RightsNotice is given; provided that if through the exercise of reasonable efforts the Selling Stockholders are unable to cause such transaction to close within 60 days, such period may be extended for such reasonable period of time as may be necessary to close such transaction. Consummation of the Participant sale of Common Stock by any Holder to a proposed purchaser shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and conditioned upon the same terms as the shares consummation of the Controlling Stockholdersale by each Selling Stockholder to such proposed purchaser of the Shares of Common Stock owned by such Selling Stockholders. (b) The Controlling Stockholder who desires to exercise its In the event that the proposed purchaser does not purchase the Drag-Along Rights Shares from the Holders on the same terms and conditions as purchased from the Selling Stockholders, then the Holders of the Drag-Along Shares shall deliver a notice have the right to the Participant and require the Company setting forth to cause the Selling Stockholders making such Transfer to purchase on such terms of and conditions such Drag-Along Shares if the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4Transfer occurs. (c) The Controlling Selling Stockholders who are parties to a sale to a proposed purchaser shall arrange for payment directly by the proposed purchaser to each Holder, upon delivery of the certificate or certificates representing the Warrants and/or Warrant Shares duly endorsed for transfer, together with such other documents as the proposed purchaser may reasonably request. The reasonable costs and expenses incurred by the Selling Stockholders and Holders in connection with a sale of Common Stock, Warrants and/or Warrant Shares subject to this Section 3.4 shall be allocated among the Selling Stockholders and such Holders pro rata based upon the number of shares of Common Stock, Warrants and/or Warrant Shares sold by each Selling Stockholder shall have one hundred twenty and each Holder to a proposed purchaser (120) days and may be deducted from the date amounts distributed in the transactions, provided, that the costs and expenses shall not include the fees and expenses of more than one law firm, which firm shall be selected by the Selling Stockholders, unless representation of the notice described in subsection 3.4(b) aboveSelling Stockholders and the Holders by the same counsel, due to consummate any Sale Transaction and, promptly after such consummationactual or potential differing interests between them, shall notify create a conflict of interest, in which case the Company costs and expenses shall include the Participant reasonable fees and expenses of one additional law firm designated in writing by Holders proposing to that effect. The Controlling Stockholder shall also cause to be remitted sell a majority of the Drag-Along Shares. (d) If at the end of 30 days following the date on which a Drag-Along Notice was given, or as otherwise extended pursuant to the Participant provisions of Section 3.3(a), the proceeds attributable to sale of Common Stock by the Selling Stockholders and the sale of the Participant’s Drag-Along Shares have not later than three (3) business days after been completed in accordance with the closing terms of the Sale Transaction. If any Sale Transaction is not consummated prior Drag-Along Notice offer, all certificates representing the Drag-Along Shares shall be returned to the expiration Holders, and all the restrictions on sale, transfer or assignment contained in this Agreement with respect to Common Stock owned by the Selling Stockholders shall again be in effect. (e) Drag-Along Rights shall terminate upon the effectiveness of any Registration Statement filed with the SEC with respect to shares of Common Stock in an initial public offering or subsequent public offering if, after giving effect to such Offering, at least 50% of the oneCompany's Common Stock on a fully-hundred twenty (120) day period referred to in this Section, diluted basis would be held by persons unaffiliated with the Controlling Stockholder may not thereafter consummate Company and without restriction on transfer under the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionAct.

Drag-Along Rights. (a1) If one or more Stockholders (the “Controlling Stockholder”) wishes Subject to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more first complying with its obligations pursuant to Section 7.5, at any time, if Pattern desires to effect a bona fide Transfer of all the voting power (but not less than all) of all classes of stock of the Company then outstanding its Units whether in one transaction, transaction or a series of related transactions (the “Drag Sale Interests” and, any such transactions or series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale TransactionDrag Along Sale”)) to any Third Party for cash, such Controlling Stockholder may, then Pattern shall (in its sole discretion, require the Participant ) be permitted to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a written notice to the Participant and the Company setting forth the terms PSP of the such Drag Along Sale Transaction no later than fourteen (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (714) business days prior to the anticipated date of consummation of such Drag Along Sale (the “Drag Along Notice”). Such Drag Along Notice shall (a) identify the purchaser, the purchase price per Drag Sale Interests therefor and a summary of the other material terms and conditions of the proposed Drag Along Sale and (b) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of Pattern, as applicable, in connection with the Drag Along Sale. Following receipt of the Drag Along Notice, PSP shall be obligated to sell to the purchaser all of PSP’s Units at the same purchase price per security, and otherwise on the same terms therefor and subject to the same conditions thereto, as Pattern. (2) Pattern shall not have entered into any collateral agreement, commitment or understanding with the purchaser or its affiliates that has or would have the effect of providing to Pattern consideration of greater value than the consideration offered pursuant to the Drag Along Sale; provided that such restriction shall not apply to any commercial agreement in effect at the time of such transaction (including, for the avoidance of doubt, the O&M Contract and PAA) that was entered into following receipt of any approvals, if any, required by PSP pursuant to Section 3.3 of the Shareholders Agreement. (3) PSP shall not be required to make any representations or warranties with respect to the Drag Along Sale other than customary fundamental representations and warranties as to ownership, title and due authorization and PSP shall be solely responsible for the accuracy of such representations and warranties (and shall not have any liability for any such fundamental representations and warranties of Pattern). Notwithstanding the foregoing, PSP shall only be responsible for any indemnification obligations, escrow amounts and holdback amounts in connection with the Drag Along Sale (including with respect to any representations and warranties made by Pattern (other than the fundamental representations and warranties referred to above)) on a several and proportionate (and not joint and several) basis in accordance with its Unit Interest relative to Pattern. PSP shall not be required to enter into or be bound by any non-compete or similar restrictive covenants in connection with any Drag Along Sale. (4) If PSP is not represented on the closing date referred of the Drag Along Sale or is represented but fails for any reason whatsoever to above all produce and deliver any required instruments and documents as may be necessary or desirable to give effect to the sale and certificates, correctly endorsed transfer of applicable Units held by PSP and executed, as may be necessary to close discharge any encumbrance that affects such Units (collectively, the Sale Transaction“Third Party Transfer Documents”) to the Third Party, then the price per Unit payable to PSP in connection with the Drag Along Sale, subject to the provisions of this Agreement (including Section 11.5), may be deposited by the Third Party in a special account in the name of PSP at a branch of the bank used by the Third Party. Such deposit shall constitute valid and effective payment of any purchase price payable to PSP pursuant to this Section 7.7 even though PSP has, in breach of this Agreement, voluntarily encumbered or disposed of any of the Units and notwithstanding the fact that a conveyance or conveyances or assignment or assignments of the Units may have been delivered in breach of this Agreement to any alleged pledgee, transferee or other Person. If the Participant fails purchase price payable to deliver PSP pursuant to this Section 7.7 is deposited as aforesaid then, from and after the date of such documents deposit, and even though the Third Party Transfer Documents have not been delivered to the Controlling StockholderThird Party, the Company purchase of the Units being sold by PSP shall cause its books be deemed to have been fully completed and records all right, title, benefit and interest, both at law and in equity, in and to show that the Shares held by the Participant such Units shall be conclusively deemed to have been transferred and assigned to and become vested in the Third Party and all right, title, benefit and interest, both at law and in equity, of PSP, or of any transferee, assignee or any other Person having any interest, legal or equitable, therein or thereto shall cease and determine, provided, however, that PSP shall be entitled to receive the purchase price payable to PSP pursuant to this Section 7.7 so deposited, with interest, upon delivery to the Third Party of the Third Party Transfer Documents. (5) PSP hereby irrevocably constitutes and appoints the Third Party as its true and lawful attorney and agent in the name of and on behalf of PSP to execute and deliver in the name of PSP all such assignments, transfers, deeds or instruments as may be necessary to effectively transfer and assign the Units held by PSP to the Third Party, provided that such assignments, transfers, deeds and instruments do not conflict with the provisions of this Section 7.7. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the dissolution, winding-up, bankruptcy or insolvency of PSP and PSP hereby ratifies and confirms and agrees to ratify and confirm all that the Third Party may lawfully do or cause to be done by virtue of the provisions hereof. PSP hereby irrevocably consents to the transfer of its Units made pursuant to the provisions of this Section 3.47.7. (c6) The Controlling Stockholder PSP and its Permitted Transferees shall have one hundred twenty be obligated to, and hereby do, waive any dissenters’ rights, appraisal rights or similar rights in connection with any Drag Along Sale. (1207) days from the date of the notice described in subsection 3.4(b) aboveIf, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after substantially concurrently with the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Sectiona Drag Along Sale, the Controlling Stockholder may not thereafter consummate purchaser in such transaction terminates or agrees to terminate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to O&M Contract and/or PAA, Pattern will waive any termination fees payable under the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionterminated O&M Contract or PAA, as applicable.

Drag-Along Rights. (a) If one both of the Lead Stockholders propose a transfer in connection with a sale or more exchange, whether directly or pursuant to a merger, consolidation or otherwise (a "Drag- Along Sale"), the Lead Stockholders (the “Controlling Stockholder”) wishes may require all other Stockholders to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares proposed to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 therein (“"Drag-Along Rights”). If ") then held by every Stockholder, for the Controlling Stockholder exercises same consideration and otherwise on the same terms and conditions (including timing of receipt of consideration) as the sale by Lead Stockholders; provided, however, that if either of the Lead Stockholders and its respective Affiliates cease to collectively beneficially own at least 20% of the shares of Common Stock (including shares of Common Stock issuable upon conversion of securities convertible, exchangeable or exercisable for shares of Common Stock) beneficially owned by them immediately following the closing of the transactions contemplated by the Securities Purchase Agreement, Stockholders collectively holding more than 50% of the voting power represented by the outstanding Shares and shares of Class B Common Stock (the "Majority Stockholders") shall have the ability to exercise the Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling StockholderRights described in this Section 4.2. (b) The Controlling Stockholder who desires to exercise its Lead Stockholders or the Majority Stockholders, as applicable, shall provide written notice of such Drag-Along Rights Sale to the other Stockholders (a "Drag-Along Notice") not later than the 15th day prior to the proposed Drag-Along Sale. The Drag-Along Notice shall identify the transferee, the number of Shares and/or shares of Class B Common Stock to be transferred, the consideration for which a transfer is proposed to be made (the "Drag-Along Sale Price(s)") and all other material terms and conditions of the Drag-Along Sale. Subject to Section 4.2(d), each Stockholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Notice and to tender all its Shares and shares of Class B Common Stock as set forth below. The price(s) payable in such transfer shall be the Drag-Along Sale Price(s). Not later than the 10th day following the date of the Drag-Along Notice (the "Drag-Along Notice Period"), each of the Stockholders shall deliver to a notice to representative of Lead Stockholders or the Participant Majority Stockholders, as applicable, designated in the Drag-Along Notice certificates representing all the Shares and the Company setting forth the terms shares of the Sale Transaction (including the proposed closing date for the Sale Transaction)Class B Common Stock beneficially owned and held by such Stockholder, and provide duly endorsed, together with all other documents required to be executed in connection with such Drag-Along Sale, or if such delivery is not permitted by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificatesapplicable law, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails an unconditional agreement to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred shares pursuant to the provisions of this Section 3.44.2 at the closing for such Drag-Along Sale against delivery to such Stockholder of the consideration therefor. (c) The Controlling Stockholder Lead Stockholders or the Majority Stockholders, as applicable, shall have one hundred twenty (120) a period of 90 days from the date of receipt of the notice described in subsection 3.4(b) above, Drag-Along Notice to consummate any the Drag-Along Sale Transaction and, promptly after on the terms and conditions set forth in such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Drag-Along Sale TransactionNotice. If any the Drag-Along Sale Transaction is shall not have been consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Sectionduring such period, the Controlling Stockholder may not thereafter consummate Lead Stockholders or the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and Majority Stockholders, as applicable, shall return to each of the Participant Stockholders all certificates or other evidence of title and ownership representing shares that such Stockholders delivered for transfer pursuant hereto, together with any documents previously delivered to in the Controlling Stockholder possession of the Lead Stockholders or the Majority Stockholders, as applicable, executed by the other Stockholders in connection with such Sale Transactionproposed transfer, and all the restrictions on transfer contained in this Agreement or otherwise applicable at such time with respect to shares owned by the Stockholders shall again be in effect. (d) Concurrently with the consummation of the transfer of shares pursuant to this Section 4.2, the Lead Stockholders or the Majority Stockholders, as applicable, shall give notice thereof to all Stockholders, shall remit to each of the Stockholders who have surrendered their certificates or other evidence of title and ownership the total consideration (by bank or certified check) for the shares transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by such Stockholders.

Drag-Along Rights. (a) If the Company or one or more of the Majority Stockholders (collectively, the “Drag-Along Sellers”) wants to consummate a Sale of Control Transaction, the Company or the Drag-Along Sellers, as the case may be, shall have the right (but not the obligation) to require the other Investors owning Notes or Conversion Shares (each a “Drag-Along Investor”) to Transfer all of their Notes or Conversion Shares to the Proposed Transferee for the same consideration per share and otherwise on the same terms and conditions upon which the Drag-Along Sellers are selling their Common Stock pursuant to the provisions set forth below (subject to any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities) (the “Controlling StockholderDrag-Along Right”) wishes to sell all ). The Company and the Drag-Along Sellers may not exercise the right set forth in this Section 4 unless it or part of the capital stock of the Company owned by the Controlling Stockholder that represents they hold not less than fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transactionFully-Diluted Common Stock. (a) Prior to making the Transfer, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”)Sellers shall first send an Offer Notice and copies of all documentation, including relevant agreements, relating to the Transfer. If Within fifteen (15) days following the Controlling Stockholder exercises its date of the Offer Notice, each Drag-Along RightsInvestor shall effect its participation in any Sale of Control Transaction, and as part of its participation in the Participant shall be required Sale of Control Transaction pursuant to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its duly exercised Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction)Right, and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Proposed Transferee at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of the Notes or Conversion Shares owned by such Drag-Along Investor which is to be transferred in connection with the Sale of Control Transaction, and each Drag-Along Investor shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Sale of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect thereto) that the Proposed Transferee of the Notes or Conversion Shares (or interests therein) is receiving good and marketable title to such Notes or Conversion Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that with respect to any matter as to which a Tag-Along Stockholder at least seven shall agree to provide indemnification (7) business days prior other than its own title to such Conversion Shares), such Drag-Along Investor shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Conversion Shares involved in such transfer that are represented by the Notes or Conversion Shares owned by such Drag-Along Investor. In addition, each Drag-Along Investor and the Drag-Along Sellers shall reasonably cooperate and consult with each other in order to effect the Sale of Control Transaction, and each Drag-Along Investor shall provide reasonable assistance to the proposed closing date referred Drag-Along Sellers in connection with the preparation of disclosure schedules relating to above all documents representations and certificateswarranties to be made to the Proposed Transferee in connection with such Sale of Control Transaction and in the determination of the appropriate scope of, correctly endorsed or limitations or exceptions to, such representations and executed, necessary to close the Sale Transactionwarranties. If the Participant fails any Drag-Along Investor should fail to deliver such documents certificates and instruments of transfer to the Controlling StockholderDrag-Along Sellers (or their designee), the Company shall cause its books and records to show that the such shares of Notes or Conversion Shares held are bound by the Participant have been transferred pursuant to the provisions of this Section 3.44 and that such Notes or Conversion Shares shall have been transferred to the Proposed Transferee, and all certificates or other evidence of ownership of the Notes or Conversion Shares subject to this Section 4 shall be deemed to be cancelled. (cb) The Controlling Stockholder shall have one hundred twenty (120) days from Simultaneously with the date consummation of the notice described in subsection 3.4(b) aboveSale of Control, pursuant to consummate any Sale Transaction andthis Section 4, promptly after such consummation, the Company shall notify the Company Drag-Along Investors and the Participant other Company stockholders of the consummation of the sale, and shall cause the Proposed Transferee to that effect. The Controlling Stockholder shall also cause to be remitted remit directly to the Participant Drag-Along Investors and other Company stockholders (including the proceeds attributable to Drag-Along Sellers) the sale of the Participanttotal sales price, based on each stockholder’s Shares not later than three (3) business days after the closing pro rata Share ownership, of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of Control or consideration paid pursuant thereto and shall furnish such other evidence of the one-hundred twenty (120) day period referred to in this Section, completion and time of completion of such sale or other disposition and the Controlling Stockholder terms thereof as may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionbe reasonably requested.

Drag-Along Rights. (a) If one at any time the Stockholders, other than Xxxxxxx, individually or more Stockholders (the “Controlling Stockholder”) wishes as a group, agree to sell all or part such number of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (shares as shall represent 50%) % or more of all the voting power of all classes of stock of outstanding Common Stock on a fully diluted basis (the Company then outstanding in one transaction, or a series of related transactions, "Drag Along Offered Shares") to a third-party who is not any Person other than an Affiliate of such Controlling Stockholder (a “Sale Transaction”or group of Stockholders) in any one transaction or series of related transactions not permitted by paragraphs (i), such Controlling (ii) or (iii) of Section 4(b), and to the extent Xxxxxxx does not exercise his right of first refusal or his tag-along right as to the Disposition of the Drag Along Offered Shares pursuant to Sections 5 and 6, respectively, then the Stockholder (or group of Stockholders) may, within ten (10) days after the Exclusive Period, give written notice to Xxxxxxx stating that Xxxxxxx must participate in its sole discretion, require the Participant to sell all or Disposition of the Drag Along Offered Shares by selling the same proportionate amount percentage of his Shares as the Stockholder (including Restricted Shares or group of Stockholders) is selling, at the Controlling Stockholder’s optionsame price per Share and otherwise on the same terms and conditions upon which the Stockholder (or group of Stockholders) is selling his (or its) Shares; provided, in which case however, that -------- ------- Xxxxxxx shall not be required to participate if the purchaser is willing to purchase Shares to be sold will become Vested Sharesof Preferred Stock only. (b) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag(or group of Stockholders) gives notice that Xxxxxxx must participate in the Disposition, Xxxxxxx will use his best efforts to cooperate in the Disposition and will take all necessary and desirable actions in connection with the consummation of the Disposition, including, but not limited to, (i) the provision of reasonable and customary representations and warranties; provided, however, that Xxxxxxx shall not be required to incur -------- ------- more than his pro rata portion of any out-Along Rightsof-pocket expenses in connection with such Disposition which are not reimbursed by the Stockholder (or group of Stockholders); and provided further that Xxxxxxx shall not be required to -------- ------- provide different representations and warranties or indemnification than any other selling participant in the Disposition and the closing of such Disposition within twenty (20) days of such notice or on such other date as is provided in the Disposition Notice. (c) If the purchaser pursuant to the Disposition has a specified limited number of (i) Shares of Common Stock that it is willing to purchase in the aggregate, the Participant Xxxxxxx shall be required to sell his/her to the purchaser up to that number of Shares of Common Stock owned by Xxxxxxx which is in the same proportion to his total ownership of Shares of Common Stock as the number of Shares being sold by the Stockholder (or a portion group of his/her Stockholders) is to the total number of Shares of Common Stock owned by the Stockholder (or group of Stockholders); and (ii) Shares of Common Stock and Preferred Stock that it is willing to purchase, Xxxxxxx shall be required to sell to the purchaser up to that number of Shares of Common Stock owned by Xxxxxxx which is in the same proportion to his total ownership of Shares of Common Stock as the number of Shares of Common Stock into which the Shares of Preferred Stock being sold by the Stockholder (or group of Stockholders) is convertible at a purchase the time of such Disposition is to the number of Shares of Common Stock into which the total number of Shares of Preferred Stock owned by the Stockholder (or group of Stockholders) is convertible at the time of such Disposition. (d) The obligation of Xxxxxxx to participate in the Disposition is also subject to the satisfaction of the following conditions: (i) upon the consummation of the Disposition, Xxxxxxx will receive the same form and amount of consideration per share for his Shares as the Stockholder (or group of Stockholders) will receive for his or its Shares, or if the Stockholder (or group of Stockholders) is given an option as to the form and amount of consideration to be received, Xxxxxxx will be given the same option; and (ii) the price per Share and upon will be payable in cash or publicly-traded securities; provided, however, that if the Stockholder (or group of Stockholders) sells any -------- ------- Preferred Stock, Xxxxxxx will receive the same terms as form of consideration for his Shares of Common Stock, and the shares amount of consideration per share payable to him will be calculated by dividing the Controlling Stockholdertotal consideration to be received for the Preferred Stock being sold by the number of Shares of Common Stock into which such Preferred Stock is convertible at the time of such Disposition. (be) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant Stockholder (or group of Stockholders) fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. notify Xxxxxxx within ten (c10) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing Exclusive Period, then the Stockholder (or group of the Sale Transaction. If any Sale Transaction is not consummated prior Stockholders) shall be deemed to the expiration of the one-hundred twenty have waived his (120or its) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionDrag- Along Right.

Drag-Along Rights. (a) If one or more Stockholders (If, prior to the “Controlling Stockholder”) wishes to sell all or part consummation of an ------------------ Initial Public Offering, the Board of Directors of the Company and the holders of a majority of the capital stock entitled to vote thereon approve a sale of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock to a Person other than a Permitted Holder, including a sale of the Company then outstanding in one transactioninitiated by the holders of the Class A Convertible 8% Cumulative Preferred Stock of the Company (the "Class A Holders") pursuant to their agreements with the Company, or a series then, upon 30 days' written notice, which notice shall include reasonable details of related transactionsthe proposed sale, to a third-party who is not an Affiliate including the proposed time and place of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or closing and the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares consideration to be sold will become Vested Shares) as received by the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction Company's shareholders (including the proposed closing date for the Sale TransactionClass A Holders), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records have the right to show that require the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date holders of the notice described in subsection 3.4(b) aboveWarrants to sell, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company transfer and the Participant to that effect. The Controlling Stockholder shall also deliver or cause to be remitted sold, transferred and delivered, to such Person, their Warrants in the same transaction at the closing thereof; provided that the consideration -------- to be received by all Holders shall be the same (in terms of price per share, terms, conditions and in all other material respects) as that to be received by the Company's other shareholders and, in any event, shall be cash and/or securities registered under the Securities Act and listed on a national securities exchange or authorized for quotation on The Nasdaq Stock Market, Inc.; and provided further, that if a Holder of a Warrant has, prior to its -------- ------- receipt of a notice pursuant to this Section 6.06, entered into a binding agreement to transfer the Warrants, such Holder shall not be prohibited from consummating such transfer, notwithstanding anything to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to contrary contained in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and Section 6.06. Any purchase of Warrants pursuant to this Section shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionbe deemed a "Drag Along Purchase".

Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) If one or more Stockholders the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the “Controlling Stockholder”same percentage of their holdings of Common Stock as sold by the Drag-Along Shareholders; provided, however, that MCLLC and its Direct Permitted Transferees will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $20.00 per share (as adjusted for Adjustments) wishes of the Common Stock, and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, their shares pursuant to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Rights”)Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. If the Controlling Stockholder exercises its In addition, no Drag-Along Rights, Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in ex- cess of the Participant consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires participate in any escrow relating to exercise its such Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms Transaction in excess of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents amount of Common Stock such Drag-Along Shareholder is required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred sell pursuant to the provisions of this Section 3.44.03. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If at any time any one or more of the Stockholders (the “Controlling Stockholder”"Seller(s)") wishes shall propose to sell all or part undertake a sale of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power Company's then issued and outstanding shares of all classes capital stock to a single person (other than an Affiliate of stock of Meridian as defined in the Company then outstanding Stock Purchase Agreement) in one transaction, a single transaction or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder transactions (a “Sale "Proposed Transaction”"), then each Stockholder other than the Seller(s) (a "Minority Stockholder") shall, if requested by such Controlling Stockholder maySeller(s), in its sole discretion, require the Participant to sell all or the same proportionate amount of his Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon such transaction on the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction)same consideration, and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant subject to the provisions of this Section 3.4. Section. Such Seller(s) shall give each Minority Stockholder written notice of any Proposed Transaction (cthe "Drag-Along Notice') The Controlling at least thirty (30) days prior to the date on which such transaction shall be consummated, including the terms and conditions thereof, and each Minority Stockholder shall have one hundred the obligation to sell his Shares on such same terms and conditions in accordance with the instructions set forth in such notice, provided that the consideration to he paid to each such Minority Stockholder shall be an amount in cash not less than the Fair Market Value (as defined below) of such Shares. In such event, each Minority Stockholder shall deliver the Share certificate(s) (accompanied by duly executed stock powers or other instrument of transfer duly endorsed in blank) representing the Shares to the Company or to an agent designated by the Company, for the purpose of effectuating the transfer of the Shares to the purchaser and the disbursement of the proceeds of such transactions to the Minority Stockholder(s). The Company may, at its option, deposit the consideration payable for the Shares with a depository designated by it and thereafter each Share certificate shall represent only the right to receive the consideration payable in the transaction. For purposes of this Section 2.2, "Fair Market Value" of a Minority Stockholder's Shares shall be determined as set forth herein. A Minority Stockholder may, within five (5) days of receiving the Drag-Along Notice, deliver written notice to the Seller(s) (an "Objection Notice") stating that the proposed price is lower than the fair market value of his Shares. If no Objection Notice is delivered within such period, then the purchase price per Share shall be the proposed price. If an Objection Notice is delivered within such time period, then, within five (5) days of delivery of the Objection Notice, the Seller(s) and the Minority Stockholder(s) shall each appoint a recognized appraisal firm who shall agree on and appoint a third independent recognized appraiser (the "Independent Appraiser"). The Independent Appraiser shall, within twenty (12020) days from the date of its appointment, make a determination of the notice described fair market value of the Shares, irrespective of any accounting treatment or any premium or discount for majority or minority ownership position or any discounts for lack of marketability, lack of control, market blockage, security laws or other restrictions on sale, or the like. The determination of Fair Market Value in subsection 3.4(baccordance with the foregoing procedures shall be final and binding upon the Seller(s) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionMinority Stockholder(s).

Drag-Along Rights. 4.1 To the extent the Corporation’s Board of Directors approves a Fundamental Transaction, the Corporation shall have the right to require all other Shareholders to consent to the Fundamental Transaction, including, without limitation, (ai) If one or more Stockholders becoming a party to any and all agreements to which CCRT becomes a party, including agreements providing for indemnification to which CCRT is subject; provided that (A) in no event shall a Shareholder be required to provide indemnification in an amount greater than such Shareholder’s pro rata share (based upon the “Controlling Stockholder”Share Ownership Percentage of such Shareholder) wishes to sell all or part of the capital stock total indemnification being provided by all Shareholders and (B) Xxxxxxx Xxxxx shall receive copies of such agreements and shall have the opportunity to review and negotiate in good faith such agreements; provided, however, that CCRT’s failure to provide Xxxxxxx Xxxxx with such agreements or to provide Xxxxxxx Xxxxx with the opportunity to review and negotiate in good faith such agreements shall not relieve Xxxxxxx Xxxxx of its obligations set forth in clauses (ii) through (iv) below and Section 4.3; provided, further, that CCRT shall control and have final determination with respect to such negotiations, which right shall not relieve Xxxxxxx Xxxxx of its obligations set forth in this clause (i); (ii) voting all Shares held by such Shareholder or any of its Affiliates in favor of the Company owned Fundamental Transaction; (iii) delivering all Shares held by such Shareholder or any of its Affiliates; and (iv) if the proposed Fundamental Transaction is a sale of less than all of the Shares, subject to Section 4.3 below, selling the same percentage of such Shareholder’s Shares as sold by CCRT; provided that any sale of Shares pursuant to this Section 4.1 shall be made at Fair Market Value; provided, further, that if Xxxxxxx Xxxxx xxxxx its Non-Voting Shares to another Person pursuant to clause (iv) above, such Person shall have the right to exchange, and the Corporation hereby agrees to exchange, such Non-Voting Shares into Voting Shares. 4.2 The Corporation or CCRT, as applicable, shall give written notice to the other Shareholders of a proposed Fundamental Transaction, which notice shall be given as early as reasonably practicable but in no event less than 30 days prior to such Fundamental Transaction. Any notice provided pursuant to this Section 4.2 by the Controlling Stockholder that represents fifty percent Corporation or CCRT to the other Shareholders shall contain the information required to be included in an Offer Notice. 4.3 Each of the Shareholders will bear their pro rata share (50%based upon the number of Shares sold) or more of the reasonable costs and expenses of any Fundamental Transaction pursuant to Section 4.1 to the extent such costs and expenses are incurred for the benefit of all Shareholders and are not otherwise paid by the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all Corporation or the same proportionate amount acquiring party. For purposes of Shares (including Restricted Shares at this Section 4.3, costs and expenses incurred in exercising reasonable efforts to take all actions in connection with the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder consummation of a Fundamental Transaction in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant 4.1 shall be required deemed to sell his/her Shares or a portion be for the benefit of his/her Shares at a purchase price per Share all Shareholders. Costs and upon the same terms as the shares expenses incurred by any Shareholder on its own behalf will not be considered costs and expenses of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date sale for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions purposes of this Section 3.44.3. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date 4.4 Xxxxxxx Xxxxx will not be required as a result of the notice described in subsection 3.4(b) abovea sale of any portion of their Shares pursuant to Section 4.1 to agree to any covenants not to compete or not to solicit customers, to consummate employees or suppliers of any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable party to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior pursuant to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionArticle 4.

Drag-Along Rights. Notwithstanding any other provision of this Agreement, if: (a) If one or more Stockholders security holders of the Corporation, including at least two securityholders who are not Major Investors (the “Controlling StockholderSelling Shareholders”) wishes to sell all or part ), holding not less than 73.5% of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transactionShares calculated on a Fully Converted Basis have agreed to Transfer their Equity Securities to a Person, or a series of related transactionsPersons acting in concert, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale TransactionPurchaser”); and (b) the Purchaser offers to each of the other security holders of the Corporation (the “Other Shareholders”) to purchase the remaining Equity Securities (the “Specified Securities”) on equivalent terms and conditions, such Controlling Stockholder maymutatis mutandis, as those agreed to by the Selling Shareholders, but in its sole discretionany event subject to the rights, require privileges, restrictions and conditions, including all liquidation preferences, attaching to the Participant respective Equity Securities as set out in the Corporation’s constating documents, all of which terms and conditions are set out in writing and promptly delivered to sell all or the same proportionate amount of Shares Other Shareholders (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Drag Along RightsOffer”). If ; then each of the Controlling Stockholder exercises its Drag-Along RightsShareholders shall, the Participant shall on not less than 10 days’ notice, be required to sell his/her Shares all of their Specified Securities to the Purchaser in accordance with the terms and conditions of the Drag Along Offer and shall undertake all reasonable acts that are required to complete the transactions described in the Drag Along Offer, including but not limited to, the execution of all necessary consents, approvals and resolutions required to, among other things, amend the articles of the Corporation. If any of the Shareholders (the “Delinquent Holders”) fail to sell their Specified Securities to the Purchaser in accordance with the terms and conditions of the Drag Along Offer, the Purchaser shall have the right to deposit the applicable purchase price for those Specified Securities of the Delinquent Holders in a special account at any financial institution in Canada, to be paid proportionately with interest, to the respective Delinquent Holders upon presentation and surrender to such financial institution of the certificates or a documents representing such holders’ Specified Securities duly endorsed for transfer to the Purchaser. Upon such deposit being made, the Specified Securities in respect of which the deposit was made shall hereby automatically (without any further action of any kind on the part of the Delinquent Holders or the Purchaser) be transferred to and purchased by the Purchaser and shall be transferred on the books of the Corporation to the Purchaser and the rights of the Delinquent Holders in respect of those Specified Securities after such deposit shall hereby be limited to receiving, with interest, their respective portion of his/her Shares at a purchase price per Share the total amount so deposited against presentation and upon the same terms as the shares surrender of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights shall deliver a notice certificates or documents representing their respective Specified Securities duly endorsed for transfer to the Participant and Purchaser. In addition to the Company setting forth foregoing, in the terms event that security holders of the Sale Transaction (Corporation, including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven two securityholders who are not Major Investors, holding at least 73.5% of the outstanding Shares calculated on a Fully Converted Basis accept or approve any proposed Transfer of their Equity Securities in connection with an amalgamation, arrangement, corporate reorganization, merger or otherwise, or the sale, lease or licence of all or substantially all of the assets of the Corporation and such transaction or series of transactions (7the “Transaction”) business days prior to requires the proposed closing date referred to above all documents and certificatesapproval of the shareholders, correctly endorsed and executedwhether by separate class vote, necessary to close series vote or otherwise, under the Sale Transaction. If articles of the Participant fails to deliver such documents to the Controlling StockholderCorporation, the Company Act or otherwise, then the Shareholders shall cause its books and records to show that vote the Shares held by them at the Participant have been transferred pursuant relevant time in favour of all resolutions with respect to the provisions Transaction (and shall withdraw any and all notices of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from dissent and notices demanding payment for the date fair value of their Shares under the dissent rights of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) aboveAct) and shall return execute and deliver to the Participant all documents previously delivered Corporation any document or instrument necessary or, in the opinion of the Corporation or its solicitors, desirable in order for the Corporation and the shareholders to give effect to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If the Company or one or more of Majority Stockholders (collectively, the “Drag-Along Sellers”) wants to consummate a Sale of Control Transaction, the Company or the Drag-Along Sellers, as the case may be, shall have the right (but not the obligation) to require the other Investors owning Notes or Conversion Shares (each a “Drag-Along Investor”) to Transfer all of their Notes or Conversion Shares to the Proposed Transferee for the same consideration per share and otherwise on the same terms and conditions upon which the Drag-Along Sellers are selling their Common Stock pursuant to the provisions set forth below (subject to any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities) (the “Controlling StockholderDrag-Along Right”) wishes to sell all ). The Company and the Drag-Along Sellers may not exercise the right set forth in this Section 4 unless it or part of the capital stock of the Company owned by the Controlling Stockholder that represents they hold not less than fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transactionFully-Diluted Common Stock. (a) Prior to making the Transfer, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”)Sellers shall first send an Offer Notice and copies of all documentation, including relevant agreements, relating to the Transfer. If Within fifteen (15) days following the Controlling Stockholder exercises its date of the Offer Notice. Each Drag-Along RightsInvestor shall effect its participation in any Sale of Control Transaction, and as part of its participation in the Participant shall be required Sale of Control Transaction pursuant to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its duly exercised Drag-Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction)Right, and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Proposed Transferee at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of the Notes or Conversion Shares owned by such Drag-Along Investor which is to be transferred in connection with the Sale of Control Transaction, and each Drag-Along Investor shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Sale of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect thereto) that the Proposed Transferee of the Notes or Conversion Shares (or interests therein) is receiving good and marketable title to such Notes or Conversion Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that with respect to any matter as to which a Tag-Along Stockholder at least seven shall agree to provide indemnification (7) business days prior other than its own title to such Stock), such Drag-Along Investor shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Stock involved in such transfer that are represented by the Notes or Conversion Shares owned by such Drag-Along Investor. In addition, each Drag-Along Investor and the Drag-Along Sellers shall reasonably cooperate and consult with each other in order to effect the Sale of Control Transaction, and each Drag-Along Investor shall provide reasonable assistance to the proposed closing date referred Drag-Along Sellers in connection with the preparation of disclosure schedules relating to above all documents representations and certificateswarranties to be made to the Proposed Transferee in connection with such Sale of Control Transaction and in the determination of the appropriate scope of, correctly endorsed or limitations or exceptions to, such representations and executed, necessary to close the Sale Transactionwarranties. If the Participant fails any Drag-Along Investor should fail to deliver such documents certificates and instruments of transfer to the Controlling StockholderDrag-Along Sellers (or their designee), the Company shall cause its books and records to show that the such shares of Notes or Conversion Shares held are bound by the Participant have been transferred pursuant to the provisions of this Section 3.44 and that such Notes or Conversion Shares shall have been transferred to the Proposed Transferee, and all certificates or other evidence of ownership of the Notes or Conversion Shares subject to this Section 4 shall be deemed to be cancelled. (cb) The Controlling Stockholder shall have one hundred twenty (120) days from Simultaneously with the date consummation of the notice described in subsection 3.4(b) aboveSale of Control, the Company pursuant to consummate any Sale Transaction andthis Section 4, promptly after such consummation, the Company shall notify the Company Drag-Along Investors and the Participant other Company stockholders of the consummation of the sale, and shall cause the Proposed Transferee to that effect. The Controlling Stockholder shall also cause to be remitted remit directly to the Participant Drag-Along Investors and other Company stockholders (including the proceeds attributable to Drag-Along Sellers) the sale of the Participant’s Shares not later than three (3) business days after the closing total sales price of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of Control or consideration paid pursuant thereto and shall furnish such other evidence of the one-hundred twenty (120) day period referred to in this Section, completion and time of completion of such sale or other disposition and the Controlling Stockholder terms thereof as may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transactionbe reasonably requested.

Drag-Along Rights. ‌‌ (a) If one at any time a Stockholder or more group of Stockholders (the “Controlling Stockholder”) wishes to sell all or part who, together with their Permitted Transferees, hold no less than a majority of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent outstanding Class A Common Stock (50%) or more of all the voting power of all classes of stock of the Company then outstanding a "Dragging Stockholder"), receives a bona fide offer from a Third Party Purchaser to consummate, in one transaction, or a series of related transactions, a Change of Control (a "Drag-along Sale"), the Dragging Stockholder shall have the right to a third-party who is not an Affiliate of such Controlling require that each other Stockholder (each, a “Sale Transaction”), "Drag-along Stockholder") participate in such Controlling Stockholder may, Transfer in its sole discretion, require the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, manner set forth in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“3.03. Notwithstanding anything to the contrary in this Agreement, if the Drag-Along Rights”). If along Sale is structured as a merger, consolidation, business combination, sale of assets, or other transaction requiring the Controlling Stockholder exercises its approval or consent of the Stockholders, each Drag-Along Rights, the Participant along Stockholder shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares (i) vote in favor of the Controlling Stockholder.Drag-along Sale (and any related actions that may be necessary to consummate such sale) and otherwise consent to and raise no objection to such Drag- along Sale and such related actions and (ii) refrain from taking any actions to exercise, and take all actions to waive, any dissenters', appraisal, or other similar rights that it may have in connection with such transaction.‌ (b) The Controlling Dragging Stockholder who desires to shall exercise its rights pursuant to this Section‌ 3.03 by delivering a written notice (the "Drag-Along Rights shall deliver a notice along Notice") to the Participant Company and the Company setting forth the terms of the Sale Transaction each Drag-along Stockholder no later than twenty (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (720) business days prior to the proposed closing date referred of such Drag-along Sale. The Drag-along Notice shall make reference to above all documents the Dragging Stockholder's rights and certificatesobligations hereunder and shall describe in reasonable detail: (i) the number and class(es) of shares of Common Stock to be sold by the Dragging Stockholder, correctly endorsed if the Drag-along Sale is structured as a Transfer of Common Stock; (ii) the identity of the Third Party Purchaser; (iii) the proposed date, time, and executedlocation of the closing of the Drag- along Sale; (iv) the per share purchase price and the other material terms and conditions of the Transfer, necessary including a description of any non-cash consideration in sufficient detail to close permit the Sale Transaction. valuation thereof; and (v) a copy of any form of agreement proposed to be executed in connection therewith. (c) If the Participant fails Drag-along Sale is structured as a Transfer of Common Stock, then, subject to deliver such documents Section 3.03(d), the Dragging Stockholder and each Drag-along Stockholder shall Transfer the number of shares equal to the Controlling product of (i) the aggregate number of shares of Common Stock the Third Party Purchaser proposes to buy as stated in the Drag- along Notice and (ii) a fraction (A) the numerator of which is equal to the number of shares of Common Stock then held by such Dragging Stockholder or Drag-along Stockholder, as the case may be, and (B) the denominator of which is equal to the number of shares then held by all of the Stockholders (including, for the avoidance of doubt, the Dragging Stockholder). (d) The consideration to be received by a Drag-along Stockholder shall be the same form and amount of consideration per share of Common Stock, with Class A Common Stock and Class B Common Stock receiving the same consideration, as is to be received by the Dragging Stockholder (or, if the Dragging Stockholder is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of such Transfer shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Dragging Stockholder Transfers its Common Stock. Each Drag-along Stockholder shall make or provide the same representations, warranties, covenants, indemnities, and agreements as the Dragging Stockholder makes or provides in connection with the Drag-along Sale (except that in the case of representations, warranties, covenants, indemnities, and agreements pertaining specifically to the Dragging Stockholder, the Company Drag-along Stockholder shall cause its books make the comparable representations, warranties, covenants, indemnities, and records agreements pertaining specifically to show itself); provided, that the Shares held all representations, warranties, covenants, and indemnities shall be made by the Participant Dragging Stockholder and each Drag-along Stockholder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Stockholder and each Drag-along Stockholder, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Stockholder and each such Drag-along Stockholder in connection with the Drag-along Sale.‌ (e) The fees and expenses of the Dragging Stockholder incurred in connection with a Drag-along Sale and for the benefit of all Stockholders (it being understood that costs incurred by or on behalf of a Dragging Stockholder for 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 Third Party Purchaser, shall be shared by all the Stockholders on a pro rata basis, based on the aggregate consideration received by each Stockholder; provided, that no Stockholder shall be obligated to make or reimburse any out-of-pocket expenditure prior to the consummation of the Drag-along Sale. (f) Each Stockholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Dragging Stockholder. (g) The Dragging Stockholder shall have been transferred pursuant ninety (90) days following the date of the Drag-along Notice in which to consummate the Drag-along Sale, on the terms set forth in the Drag-along Notice (which such ninety (90) day period may be extended for a reasonable time not to exceed an additional thirty (30) days to the extent reasonably necessary to obtain any Government Approvals). If at the end of such period, the Dragging Stockholder has not completed the Drag-along Sale, the Dragging Stockholder may not then effect a transaction subject to this Section 3.03 without again fully complying with the provisions of this Section 3.43.03. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale Transaction.

Drag-Along Rights. (a) If one or more a Gores Investor desires to effect a Sale, it shall have the right to require the Investor Stockholders to: (the “Controlling Stockholder”i) wishes to sell all or part of the capital stock of the Company owned Common Stock and Preferred Stock held by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale Transaction”), such Controlling Stockholder may, in its sole discretion, require the Participant to sell all or them at the same proportionate amount price per share, for the same form of Shares consideration (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required cash) and pursuant to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms and conditions as are applicable to the Gores Investor; (ii) vote such Common Stock and Preferred Stock in favor of the transactions constituting a Sale; (iii) tender their shares of Common Stock and Preferred Stock; (iv) waive their appraisal or dissenters’ rights with respect to such transaction; and (v) otherwise participate in such Sale on the Controlling Stockholdersame terms and conditions as are applicable to Gores. Each Investor Stockholder agrees to take any and all action in furtherance of the foregoing reasonably requested by the Gores Investor. (b) The Controlling Each Investor Stockholder who desires agrees to exercise its Drag-Along Rights shall deliver a notice to vote for the Participant and the Company setting forth the terms approval of the transaction constituting a Sale Transaction (including the proposed closing date for the Sale Transaction), under this Section 4.02 and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions agreement is given as a condition of this Agreement and as such is coupled with an interest and is irrevocable. This voting agreement shall remain in full force and effect throughout the time that this Section 3.44.02 is in effect. (c) The Controlling Gores Investors will give each Investor Stockholder shall have one hundred twenty at least 7 Business Days advance notice of a Sale. (120d) days from Not later than 7 Business Days following the date a Gores Investor delivers a written notice to each of the Investor Stockholders that it has entered into or will enter into a definitive agreement with a purchaser in connection with a Sale within 10 Business Days of the date of such notice, each Investor Stockholder shall deliver one or more certificates representing the shares held by such Investor Stockholder to be transferred, accompanied by duly executed stock powers to an escrow agent pursuant to escrow arrangements reasonably acceptable to the Gores Investor and the Investor Stockholders providing for release concurrently with the consummation of such Sale and requiring the return thereof to each Investor Stockholder on the date 60 days after the date of such notice described if such Sale has not been consummated by such 60th day. If any Investor Stockholder fails to deliver such certificates to the Gores Investor, then the Gores Investor shall provide written notice of such failure to the Company in subsection 3.4(baccordance with Section 5.01. Upon receipt of such notice, the Company agrees that it shall not record the transfer of such shares on the books and records of the Company and shall promptly direct the Company’s transfer agent, if any, that the transfer agent shall also not record the transfer of such shares on the books and records of the Company. In connection with such Sale, no such Investor Stockholder shall be required to (i) abovemake any representations other than Stockholder Representations or (ii) participate in any escrow or indemnity obligation relating to such Sale in excess of such Investor Stockholder’s pro rata participation in the Sale (based on proceeds to be received). Any indemnity obligation of an Investor Stockholder in connection with a Sale in which it will participate will be several and not joint and will be limited to its pro rata share of the actual amount of such indemnification obligation and in no event shall its payment (or deemed payment) in respect thereof, together with all other indemnification payments (or deemed payments) in respect of such Sale, be greater than (A) the amount of consideration actually received by it at or before the time such indemnification payment is made and (B) the forfeit by such Investor Stockholder of any consideration to which it is entitled but has not yet received (including, without limitation, as a result of an escrow agreement, earn-out or similar arrangement). (Upon such return, each Stockholder Investor shall be able to Transfer freely the Common Stock and Preferred Stock held by it, subject to Section 3.02 and subject to a new notice delivered pursuant to this Section 4.02(d).) (e) The Company shall take all actions necessary or reasonably requested to consummate any Sale Transaction andand shall use its reasonable best efforts to facilitate the Sale, promptly after such consummationincluding: (1) securing the services of an investment bank, shall notify selected by the Gores Investor and reasonably acceptable to the Company and to assist in procuring a purchaser; (2) preparing or assisting in the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale preparation of the Participant’s Shares not later than three due diligence materials; (3) business days after the closing of the Sale Transaction. If any Sale Transaction is not consummated prior making such due diligence materials available to prospective purchasers; (4) making its directors, officers and employees available to prospective purchasers for presentations and due diligence interviews; and (5) entering into customary agreements with respect to the expiration of the one-hundred twenty (120) day period referred to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionSale.

Drag-Along Rights. If: (a) If one GEIPPP II has received a bona fide offer from a Person, or more Stockholders Persons acting in concert, (a “Purchaser”), in any case at arm's length to GEIPPP II, to purchase all of the Shares owned by it; and (b) the Purchaser offers to purchase the remaining Shares held by the other Parties (the “Controlling StockholderSpecified Securities”) wishes at the same price per Shares and on other equivalent terms and conditions as those agreed to sell by GEIPPP II, all or part of which terms and conditions are set out in writing and promptly delivered to the capital stock of other Parties (the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock of the Company then outstanding in one transaction, or a series of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder (a “Sale TransactionDrag Along Offer”), such Controlling Stockholder may, in its sole discretion, require ; then the Participant to sell all or the same proportionate amount of Shares (including Restricted Shares at the Controlling Stockholder’s option, in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant other Parties shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share their Specified Securities to the Purchaser in accordance with the terms and upon the same terms as the shares conditions of the Controlling Stockholder. (b) The Controlling Stockholder who desires to exercise its Drag-Drag Along Rights shall deliver a notice to the Participant and the Company setting forth the terms of the Sale Transaction (including the proposed closing date for the Sale Transaction), and provide all documents required to be executed by the Participant in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to the sale of the Participant’s Shares not later than three (3) business days after the closing of the Sale TransactionOffer. If any Sale Transaction is not consummated prior of the other Parties (the “Delinquent Holders”) fail to sell their Specified Securities to the expiration Purchaser in accordance with the terms and conditions of the one-hundred twenty (120) day period referred to in this SectionDrag Along Offer, the Controlling Stockholder may not thereafter consummate Purchaser shall have the proposed Sale Transaction right to deposit the applicable purchase price for those Specified Securities of the Delinquent Holders in a special account at any financial institution in Canada, to be paid proportionately with interest, to the respective Delinquent Holders upon presentation and surrender to such financial institution of the certificates or documents representing such holders’ Specified Securities duly endorsed for transfer to the Purchaser. Upon such deposit being made, the Specified Securities in respect of which the deposit was made shall hereby automatically (without complying again with subsection 3.4(bany further action of any kind on the part of the Delinquent Holders or the Purchaser) above) be transferred to and purchased by the Purchaser and shall return be transferred on the books of the Corporation to the Participant all Purchaser and the rights of the Delinquent Holders in respect of those Specified Securities after such deposit shall hereby be limited to receiving, with interest, their respective portion of the total amount so deposited against presentation and surrender of the certificates or documents previously delivered representing their respective Specified Securities duly endorsed for transfer to the Controlling Stockholder in connection with such Sale TransactionPurchaser.

Drag-Along Rights. (a) If one or more After the second anniversary of the Closing, if any two Primary Stockholders (the “Controlling Stockholder”) wishes desire to sell all or part of the capital stock of the Company owned by the Controlling Stockholder that represents fifty percent (50%) or more of all the voting power of all classes of stock Common Stock for a price per share reflecting a valuation of the Company then outstanding in one transaction, or on a series Fully Diluted basis of related transactions, to a third-party who is not an Affiliate of such Controlling Stockholder less than $2.178 billion (a “Sale Transaction”the "Selling Primary Stockholders"), such Controlling Stockholder maySelling Primary Stockholders may deliver a written notice (the "Drag Along Notice") of the bona fide transaction setting forth the price and any other terms of the transaction to all other Stockholders. Upon receipt of the Drag Along Notice, in its sole discretionthe other Stockholders, require together with the Participant Selling Primary Stockholders delivering such Drag Along Notice, shall be obligated to sell all or the same proportionate amount of Shares (including Restricted Shares their Company Common Stock at the Controlling Stockholder’s option, price and on the terms contained in which case the Shares to be sold will become Vested Shares) as the Controlling Stockholder in accordance with this Section 3.4 (“Drag-such Drag Along Rights”). If the Controlling Stockholder exercises its Drag-Along Rights, the Participant shall be required to sell his/her Shares or a portion of his/her Shares at a purchase price per Share and upon the same terms as the shares of the Controlling StockholderNotice. (b) The Controlling Stockholder who desires to exercise its Drag-Along Rights Selling Primary Stockholders shall deliver a notice the Drag Along Notice to each other Stockholder at least 30 days prior to the Participant scheduled closing of such sale. The Drag Along Notice shall: (i) identify the "Buyer(s)"; (ii) state the purchase price to be paid; and (iii) summarize all material terms and conditions of the offer and all other transactions and agreements directly or indirectly conditioned upon or otherwise related to the sale of all of the Company setting forth Common Stock thereunder. Each other Stockholder shall effect its sale of all of its Company Common Stock by delivering to the Selling Primary Stockholders on or before the date scheduled for such sale, a stock certificate or certificates, which represent all of the Company Common Stock of such Stockholder, together with a limited power-of-attorney authorizing the Selling Primary Stockholders to sell or otherwise dispose of such shares pursuant to the terms of the Sale Transaction (including Drag Along Notice. Such certificate or certificates that each other Stockholder delivers to the proposed closing date for Selling Primary Stockholders shall be delivered to the Sale Transaction)Buyer(s) in consummation of the sale of all of the Company Common Stock pursuant to the terms and conditions specified in the Drag Along Notice, and provide all documents required the Selling Primary Stockholders shall, or shall cause the Buyer(s) to, concurrently therewith remit to each other Stockholder the purchase price to which each other Stockholder is entitled by reason of its participation in such sale, based on the Company Common Stock delivered to the Buyer(s). Each other Stockholder shall execute an agreement, in form and substance acceptable to the Selling Primary Stockholders, to be bound by and subject to the same representations, warranties and covenants, terms and conditions in the same form and substantially similar to that contained in any agreements executed by the Participant Selling Primary Stockholders in order to consummate such Sale Transaction. The Participant shall deliver to the Controlling Stockholder at least seven (7) business days prior to the proposed closing date referred to above all documents and certificates, correctly endorsed and executed, necessary to close the Sale Transaction. If the Participant fails to deliver such documents to the Controlling Stockholder, the Company shall cause its books and records to show that the Shares held by the Participant have been transferred pursuant to the provisions of this Section 3.4. (c) The Controlling Stockholder shall have one hundred twenty (120) days from the date of the notice described in subsection 3.4(b) above, to consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and the Participant to that effect. The Controlling Stockholder shall also cause to be remitted to the Participant the proceeds attributable to connection with the sale of all the Participant’s Shares not later Company Common Stock to the Buyer(s) (other than three (3) business days after the closing such representations, warranties and covenants, terms and conditions which are unique to each of the Sale Transaction. If Selling Primary Stockholders and other Stockholders); provided, however, no Stockholder will be required to make any Sale Transaction is not consummated prior to the expiration indemnity in an amount in excess of the one-hundred twenty (120) day period referred net proceeds received by such Stockholder for any Company Common Stock sold by such Stockholder pursuant to in this Section, the Controlling Stockholder may not thereafter consummate the proposed Sale Transaction (without complying again with subsection 3.4(b) above) and shall return to the Participant all documents previously delivered to the Controlling Stockholder in connection with such Sale TransactionSection 3.3.7.