Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. (a) Prior to the consummation of a proposed Drag-Along Sale, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the Drag-Along Sale (the “Drag-Along Right”); provided, however, that if the Drag Along Right is exercised by the Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale. (b) Within five Business Days following the date of the Notice, the Drag-Along Sellers shall have delivered to them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. (a) Prior to the consummation of a proposed Drag-Along Sale, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the Drag-Along Sale (the “Drag-Along Right”); provided, however, that if the Drag Drag-Along Right is exercised by the Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser Purchaser: (i) subject to Section 3.1(h), for the same amount of consideration per Company Security, and (ii) otherwise on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, conditions as are applicable to the Drag-Along Sellers, including the class of security and the date of sale. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale. (b) Within five Business Days following the date of the Notice, the Drag-Along Sellers shall have delivered to them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. (a) Prior to the consummation of a proposed Drag-Along Sale, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the Drag-Along Sale (the “Drag-Along Right”); provided, however, that if the Drag Along Right is exercised by the Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale. (b) Within five Business Days following the date of the Notice, the Drag-Along Sellers shall have delivered to them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. (a) Prior Subject to Section 3.03, if (i) any Stockholder or Stockholders (the consummation “Drag-Along Seller”) propose to Transfer a number of Securities owned by the Drag-Along Seller in a proposed single transaction or in a series of Related Transactions (a “Drag-Along Sale”) to a Third Party (a “Drag-Along Transferee”) in a bona fide sale (including by way of purchase agreement, tender offer, merger or other business combination transaction or otherwise, (ii) after such Transfer, such Drag-Along Transferee would Beneficially Own at least 66 2/3 % of the outstanding Common Shares, (iii) a resolution has been duly passed by the Board approving the Drag-Along Sale as being fair to all Stockholders and (iv) the Drag-Along Sale has been approved by Stockholders holding at least a majority of the then outstanding Common Shares, the Drag-Along Sellers may, Seller may at their option, require each other OZ Limited Partner to its option (A) sell its all of the Securities owned by the Drag-Along Seller and (B) require all Stockholders other than the Drag-Along Seller (the “Drag-Along Stockholders”) to Transfer all of the Securities owned by each Drag-Along Stockholder for the same consideration per Common Share (on an as-converted basis and net of any exercise price payable) and otherwise on the same terms and conditions as the Drag-Along Seller in such Drag-Along Sale]. The Drag-Along Seller shall provide written notice, in the form of Exhibit C hereto, of such Drag-Along Sale to the Drag-Along Purchaser by giving written notice Stockholders (the a “Drag-Along Sale Notice”) to such other OZ Limited Partners not later more than ten 60 days and not less than 10 Business Days prior to the proposed date of consummation of the Drag-Along Sale (the “Sale. The Drag-Along Right”); provided, however, that if Sale Notice shall identify the Drag Along Right is exercised by the Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of securityTransferee, the consideration per Company Security and the date for which a Transfer of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration Securities is proposed to be paid by the Drag-Along Purchaser made and the all other material terms and conditions of the Drag-Along Sale. (b) Within five . Each Drag-Along Stockholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender all its Securities as set forth in this Section 3.02. Not later than 5 Business Days following after the date of the NoticeDrag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Drag-Along Sellers Stockholders shall have delivered deliver to them by the other OZ Limited Partners their Company the certificates representing the Securities of such Drag-Along Securities Stockholder to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Company to Transfer such Securities on the terms set forth in the Drag-Along Notice and wire transfer or other instructions for payment or delivery of the consideration to be received in such Drag-Along Sellers Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to sell deliver such other OZ Limited Partner’s Securities pursuant to this Section 3.02(a) at the closing for such Drag-Along Securities pursuant Sale against delivery to such Drag-Along Stockholder of the consideration thereto. If a Drag-Along Stockholder should fail to deliver such certificates to the terms Company, the Company (subject to reversal under Section 3.02(b)) shall cause the books and records of the Company to show that such Securities are bound by the provisions of this Section 3.02(a), and that such Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof. (b) The Drag-Along Seller shall have a period of 105 days from the date of delivery of the Drag-Along Sale Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such other transfer instruments Drag-Along Sale Notice, provided that, if such Drag-Along Sale is subject to regulatory approval, such 105-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 120 days following the date of delivery of the Drag-Along Sale Notice. If the Drag-Along Sale shall not have been consummated during such period, the Drag-Along Seller shall return to each of the Drag-Along Stockholders the limited power-of-attorney and all certificates representing Securities that such Drag-Along Stockholders delivered for Transfer pursuant hereto, together with any other documents as are reasonably requested in the possession of the Drag-Along Seller executed by the Drag-Along Sellers Stockholders in order connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to effect such saleSecurities owned by the Drag-Along Stockholders shall again be in effect. (c) Each OZ Limited Partner agrees thatConcurrently with the consummation of the Transfer of Securities pursuant to this Section 3.02, notwithstanding the Drag-Along Seller shall (i) notify the Drag-Along Stockholders thereof, (ii) remit to each of the Drag-Along Stockholders that have surrendered their certificates the total consideration for the Securities Transferred pursuant thereto (subject to Section 3.03(b)(ii)), with the cash portion of the purchase price to be paid by wire transfer of immediately available funds in accordance with such Drag-Along Stockholder’s wire transfer instructions, and (iii) promptly after completion of such Transfer, furnish such other evidence of the completion and the date of completion of such Transfer and the terms thereof as may be reasonably requested by such Drag-Along Stockholders. (d) Notwithstanding anything to the contrary contained in this Section 8.63.02, it there shall participate in a “be no liability on the part of the Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and Seller to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “any Drag-Along Rights” as Stockholders (other than the obligation to return the limited power-of-attorney and the certificates and other applicable instruments representing Securities received by the Drag-Along Seller) if it were the Transfer of Securities pursuant to this Section 3.02 is not consummated for whatever reason, regardless of whether the Drag-Along Seller has delivered a party theretoDrag-Along Sale Notice.

Drag-Along Rights. (a) Prior to the consummation of a proposed Drag-Along Sale, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice (the “"Notice”") to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the Drag-Along Sale (the “"Drag-Along Right”"); provided, however, that if the Drag Along Right is exercised by the Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale. (b) Within five Business Days following the date of the Notice, the Drag-Along Sellers shall have delivered to them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s 's Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “"Drag-Along Sale” " (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “"Drag-Along Rights” " as if it were a party thereto.

Drag-Along Rights. (a) Prior If, at any time, one or more Stockholder(s) propose to transfer Shares to any Person which would result in a Triggering Event in accordance with the consummation terms of this Agreement, and such Stockholder(s) (the "DRAG-ALONG RIGHTHOLDERS") have received a proposed Drag-Along Salebona fide, arm's length offer from an Offeror to purchase (including a purchase by merger, consolidation or similar transaction) all of the outstanding Shares or all or substantially all of the assets of the Company, the Drag-Along Sellers mayRightholders may send written notice (the "DRAG-ALONG NOTICE") to the Company and the other Stockholders (such other Stockholders, at their optioncollectively, require each other OZ Limited Partner the "DRAG-ALONG SELLERS") notifying them they will be required to sell its all (but not less than all) of their Shares in such sale. Upon receipt of a Drag-Along Securities Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares in the transaction (including a sale or merger, consolidation or similar transaction) contemplated by the Drag-Along Notice on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all action (or refrain from taking certain actions) necessary to cause the consummation of such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Drag-Along Rightholders. (b) In connection with any sale pursuant to this Section 5, the Drag-Along Seller shall make to the Offeror the same representations, warranties, covenants, indemnities and agreements as the Drag-Along Rightholders make in connection with the proposed transfer (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the Rightholders, a Drag-Along Sale (Seller shall make the “Drag-Along Right”); providedcomparable representations, howeverwarranties, covenants, indemnities and agreements pertaining specifically to himself/herself, and except that if in the Drag Along Right is exercised case of representations and warranties pertaining to the Company, such representations and warranties shall be made only by the Drag-Along SellersRightholders); provided that all representations, all OZ Limited Partners warranties and indemnities shall sell their be made by the transferring Drag-Along Securities Rightholders and such Drag-Along Seller severally and not jointly and that the liability of the transferring Drag-Along Rightholders and such Drag-Along Seller thereunder shall be borne by each of them on a pro rata basis. The Drag-Along Seller shall receive the same type and amount of consideration (and rights) per Share for the corresponding class or series of stock (on an as converted basis, if applicable) and the same type and amount of consideration (and rights) for each type of Common Stock Equivalent, in each case, as is paid or delivered to the Drag-Along Purchaser on Rightholders in the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right sale pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale5(a). (b) Within five Business Days following the date of the Notice, the Drag-Along Sellers shall have delivered to them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. (a) Prior Subject to the consummation of a proposed Drag-Along SaleSection 3.03, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice if (the “Notice”i) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the Drag-Along Sale any Stockholder or Stockholders (the “Drag-Along RightSeller”); provided, however, that if the Drag Along Right is exercised ) propose to Transfer a number of Common Shares owned by the Drag-Along Sellers, all OZ Limited Partners shall sell their Seller in a single transaction or in a series of Related Transactions (a “Drag-Along Securities Sale”) to a Third Party other than a Twenty Percent Holder (a “Drag-Along Transferee”) in a bona fide sale, (ii) after such Transfer, such Drag-Along Transferee would Beneficially Own at least 50% of the outstanding Common Shares, (iii) a resolution has been duly passed by the Board approving the Drag-Along Sale as being fair to all Stockholders and (iv) the Drag-Along Sale has been approved by Stockholders holding at least two-thirds of the then outstanding Common Shares, the Drag-Along Seller may at its option (A) sell all of the Common Shares owned by the Drag-Along Seller and (B) require all Stockholders other than the Drag-Along Seller (the “Drag-Along Stockholders”) to Transfer all of the Common Shares owned by each Drag-Along Stockholder for the same consideration per Common Share and otherwise on the same terms and conditions as the Drag-Along Seller in such Drag-Along Sale. The Drag-Along Seller shall provide written notice, in the form of Exhibit C hereto, of such Drag-Along Sale to the Drag-Along Purchaser on Stockholders (a “Drag-Along Sale Notice”) not later than 10 Business Days prior to the same terms and conditions, including proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the class of securityTransferee, the consideration per Company Security and for which a Transfer is proposed to be made (the date of sale, as applicable to the “Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser Sale Price”) and the all other material terms and conditions of the Drag-Along Sale. (b) Within five . Each Drag-Along Stockholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender all its Common Shares as set forth in this Section 3.02. The price payable in such Transfer shall be the Drag-Along Sale Price. Not later than 15 Business Days following after the date of the NoticeDrag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Drag-Along Sellers Stockholders shall have delivered deliver to them by a representative of the other OZ Limited Partners their Drag-Along Securities Seller designated in the Drag-Along Sale Notice the certificates representing the Common Shares of such Drag-Along Stockholder to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Drag-Along Seller or its representative to Transfer such Common Shares on the terms set forth in the Drag-Along Notice and wire transfer or other instructions for payment or delivery of the consideration to be received in such Drag-Along Sellers Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to sell deliver such other OZ Limited Partner’s Common Shares pursuant to this Section 3.02(a) at the closing for such Drag-Along Securities pursuant Sale against delivery to such Drag-Along Stockholder of the consideration thereto. If a Drag-Along Stockholder should fail to deliver such certificates to the terms Drag-Along Seller, the Company (subject to reversal under Section 3.02(b)) shall cause the books and records of the Company to show that such Common Shares are bound by the provisions of this Section 3.02(a), and that such Common Shares shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof. (b) The Drag-Along Seller shall have a period of 105 days from the date of delivery of the Drag-Along Sale Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such other transfer instruments Drag-Along Sale Notice, provided that, if such Drag-Along Sale is subject to regulatory approval, such 105-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 120 days following the date of delivery of the Drag-Along Sale Notice. If the Drag-Along Sale shall not have been consummated during such period, the Drag-Along Seller shall return to each of the Drag-Along Stockholders the limited power-of-attorney and all certificates representing Common Shares that such Drag-Along Stockholders delivered for Transfer pursuant hereto, together with any other documents as are reasonably requested in the possession of the Drag-Along Seller executed by the Drag-Along Sellers Stockholders in order connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to effect such saleCommon Shares owned by the Drag-Along Stockholders shall again be in effect. (c) Each OZ Limited Partner agrees thatConcurrently with the consummation of the Transfer of Common Shares pursuant to this Section 3.02, notwithstanding the Drag-Along Seller shall (i) notify the Drag-Along Stockholders thereof, (ii) remit to each of the Drag-Along Stockholders that have surrendered their certificates the total consideration for the Common Shares Transferred pursuant thereto (subject to Section 3.03(b)(ii)), with the cash portion of the purchase price to be paid by wire transfer of immediately available funds in accordance with such Drag-Along Stockholder’s wire transfer instructions, and (iii) promptly after completion of such Transfer, furnish such other evidence of the completion and the date of completion of such Transfer and the terms thereof as may be reasonably requested by such Drag-Along Stockholders. (d) Notwithstanding anything to the contrary contained in this Section 8.63.02, it there shall participate in a “be no liability on the part of the Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and Seller to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “any Drag-Along Rights” as Stockholders (other than the obligation to return the limited power-of-attorney and the certificates and other applicable instruments representing Common Shares received by the Drag-Along Seller) if it were the Transfer of Common Shares pursuant to this Section 3.02 is not consummated for whatever reason, regardless of whether the Drag-Along Seller has delivered a party theretoDrag-Along Sale Notice. Whether to effect a Transfer of Common Shares pursuant to this Section 3.02 by the Drag-Along Seller is in the sole and absolute discretion of the Drag-Along Seller.

Drag-Along Rights. (a) Prior If the Major Parties (including their Affiliates that are Members) (the “Drag-Along Sellers”) propose to Transfer for cash or Qualified Securities, in a single transaction or in a series of related transactions, either (x) a portion of their Interests that, in the consummation aggregate, is equal to or in excess of the applicable Threshold Percentage or (y) all their Interests that, in the aggregate, is equal to or in excess of an aggregate Membership Percentage equal to 50% (each, a proposed “Drag-Along Sale”), to a Person or Persons other than a Major Party or an Affiliate of a Major Party (a “Drag-Along Purchaser”), then such Drag-Along Sellers shall have a right (a “Drag-Along Right”), but not an obligation, to require Blackstone and its Affiliates that are Members (the “Required Sellers”) to tender for purchase to the Drag-Along Purchaser, on the same terms and conditions that apply to the Drag-Along Sellers, a proportionate share of the Interests held by the Required Sellers equal to the proportionate share of the Interests held by the Drag-Along Sellers may, at their option, require each other OZ Limited Partner that are subject to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the Drag-Along Sale (the “Dragged Interests”). (b) If the Drag-Along RightSellers elect to exercise the Drag-Along Right under this Section 9.2 with respect to the Dragged Interests, such Drag-Along Sellers shall notify the Required Sellers in writing (the “Drag-Along Notice”); provided, however, that if . Each Drag-Along Notice shall set forth: (i) the Drag Along Right is exercised proposed amount and form of consideration and terms and conditions of payment offered by the Drag-Along Sellers, all OZ Limited Partners shall sell their Purchaser(s) and a summary of any other material terms pertaining to such Drag-Along Securities to Sale; and (ii) the Dragged Interests. The Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice be given at least thirty (30) days before the closing of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the proposed Drag-Along Sale. (bc) Within five Business Days following Upon the date receipt of a Drag-Along Notice, the Required Sellers shall be obligated to sell the Dragged Interests set forth in its Drag-Along Notice on the terms set forth therein and shall execute and/or deliver all instruments, documents and agreements required to be delivered pursuant to such terms. (d) At the closing of the Transfer to any Drag-Along Purchaser(s) pursuant to this Section 9.2, the Drag-Along Purchaser(s) shall remit to each Drag-Along Seller and the Required Sellers the consideration to be paid for the Interest being purchased from such Drag-Along Seller and the Required Sellers pursuant to the Drag-Along Notice, minus, in each case, any consideration to be escrowed or otherwise held back (the “Holdback Amount”) (which Holdback Amount shall be allocated pro rata among the Drag-Along Sellers and the Required Sellers based on the Interests sold by each) against delivery of the Interests being purchased from the Drag-Along Sellers and the Required Sellers. (e) Notwithstanding anything else to the contrary contained herein, the Drag-Along Sellers shall have delivered may at any time prior to them by the other OZ Limited Partners their Drag-Along Securities together with consummation of a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by terminate the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “proposed Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. (a) Prior Subject to Section 4.03, if after the consummation date that is four years following the date of a proposed Drag-Along Salethis Agreement, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the Drag-Along Sale SC Holders (the “Drag-Along RightSeller”) propose to Transfer (including by way of a merger) all of their Parent Shares to a Third Party (a “Qualifying Drag-Along Sale”); provided, however, that if the Drag Along Right is exercised by the Drag-Along SellersSeller may at its option require MDZ to Transfer all Class B Shares then held by MDZ in such sale for the same consideration per share (and for purposes of equating Parent Shares and Class B Shares, all OZ Limited Partners the relative value of each shall sell their Dragbe determined as set forth in the definition of Tag-Along Securities to the Drag-Along Purchaser Portion) and otherwise on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, conditions as applicable to the Drag-Along SellersSeller (except that the liability of MDZ shall not exceed the net sale proceeds received by MDZ in the Qualifying Drag-Along Sale), all in accordance with the terms of this Section 4.02. (b) The Drag-Along Seller shall provide notice of such Qualifying Drag-Along Sale to the Parent, the Company and MDZ (a “Qualifying Drag-Along Sale Notice”) not later than 30 days prior to the proposed Qualifying Drag-Along Sale. The Qualifying Drag-Along Sale Notice shall contain written notice the following: (i) the number of Parent Shares owned by SC Holders; (ii) the identity of the exercise of Third Party to whom the Transfer is to be made, if then known (the “Qualifying Drag-Along Right pursuant Transferee”); (iii) the consideration per Parent Share and Class B Share for which a Transfer is proposed to this Section 8.6be made (with respect to each of Parent Shares and Class B Shares, setting forth the “Target Qualifying Drag-Along Sale Price”), as well as the aggregate consideration to be paid by for all Parent Shares and Class B Shares to be sold (provided, that in the case of any non-cash consideration, such consideration consists of marketable securities of public companies that are traded on the New York Stock Exchange, Nasdaq Global Selected Market, London Stock Exchange or Toronto Stock Exchange, and whose average daily trading volume for the six months prior to the date of the Qualifying Drag-Along Purchaser Sale Notice is at least 7.5% of the amount of securities that would be given to MDZ as consideration); (iv) a copy of any purchase contract with the Qualifying Drag-Along Transferee and the (v) all other material terms and conditions of the Qualifying Drag-Along Sale, to the extent then determined. (bc) Within MDZ shall be required to participate in the Qualifying Drag-Along Sale on the terms and conditions set forth in the Qualifying Drag-Along Sale Notice and to tender all its Class B Shares proposed to be Transferred as set forth below. The Qualifying Drag-Along Sale shall be on the same terms applicable to all Shareholders; provided that the Target Qualifying Drag-Along Sale Price of the Parent Shares and the Class B Shares shall be no less than an amount that, as applied to the UP Shares held by the Parent and the Company, would result in Southern Cross achieving an IRR of at least 20%. Not later than ten Business Days after receipt of the Qualifying Drag-Along Sale Notice, MDZ shall deliver to a representative of the Drag-Along Seller designated in the Qualifying Drag-Along Sale Notice wire transfer instructions (provided that MDZ shall be entitled to modify such information in a writing delivered to such designated representative no later than three Business Days prior to the proposed closing date of the Qualifying Drag-Along Sale) for payment of the cash portion of the consideration to be received in such Qualifying Drag-Along Sale and an unconditional agreement to deliver such Class B Shares at the closing for such Qualifying Drag-Along Sale against delivery to MDZ of the consideration therefor. If MDZ should fail to deliver certificates evidencing such Class B Shares to the Drag-Along Seller along with such other documentation as may be necessary to Transfer such Class B Shares, such Class B Shares shall be Transferred to the Qualifying Drag-Along Transferee without surrender for Transfer by the holder thereof. (d) The Drag-Along Seller shall have a period of 60 days from the date of sending the Qualifying Drag-Along Sale Notice to consummate the Qualifying Drag-Along Sale on the terms and conditions set forth in such Qualifying Drag-Along Sale Notice, provided that, if such Qualifying Drag-Along Sale is subject to regulatory approval, such 60-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the date of sending the Qualifying Drag-Along Sale Notice. If the Qualifying Drag-Along Sale shall not have been consummated during such period, the Drag-Along Sellers Seller shall have return to MDZ all certificates and other applicable instruments evidencing Class B Shares that MDZ delivered for Transfer pursuant to them by the other OZ Limited Partners their Drag-Along Securities Section 4.02(c), together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such any other OZ Limited Partner’s Drag-Along Securities pursuant to documents in the terms possession of the Drag-Along Sale Seller executed by MDZ in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or the MAA or otherwise applicable at such time with respect to such Class B Shares owned by MDZ shall again be in effect. (e) Concurrently with the consummation of the Transfer of Parent Shares and Class B Shares pursuant to this Section 4.02, the Drag-Along Seller shall give notice thereof to MDZ, and shall remit or cause the Parent to distribute (via dividend or otherwise) to MDZ the total consideration (the cash portion of which is to be paid by wire transfer in accordance with MDZ’s wire transfer instructions) for the Class B Shares Transferred pursuant hereto, as well as any Earn-Out Payment due as a result of such sale within five Business Days of such sale, and shall furnish such other transfer instruments evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by MDZ. (f) Notwithstanding anything contained in this Section 4.02, there shall be no liability on the part of the Drag-Along Seller to MDZ (other than the obligation to return the certificates and other documents as are reasonably requested applicable instruments evidencing Class B Shares received by the Drag-Along Sellers in order Seller) if the Transfer of Parent Shares and Class B Shares pursuant to effect such salethis Section 4.02 is not consummated for whatever reason, regardless of whether the Drag-Along Seller has delivered a Qualifying Drag-Along Sale Notice. (cg) Each OZ Limited Partner agrees thatThe provisions of this Section 4.02 shall terminate and be of no further force and effect in the event that after the date that is three years following the date of this Agreement (i) UP, notwithstanding anything the Parent or the Company has successfully completed a Follow-On Third Party Sale at a price such that if all of the Parent’s and the Company’s UP Shares were sold at such a price on the date of such sale, Southern Cross would achieve an IRR of at least 30%, or (ii) the directors nominated to the contrary in this Section 8.6, it shall participate in Board of Directors of UP by the Parent have not approved a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and proposal by a director nominated to the extent required byBoard of Directors of UP by MDZ to cause the Parent or the Company to make a Follow-On Third Party Sale following a 180-day period in which the daily weighted average price of the UP Shares was such that if all of the Parent’s and the Company’s UP Shares were sold at such a price on the date of such proposal, Southern Cross would achieve an IRR of at least 30% (provided that such proposal is made within 90 days following the provisions in the DIC Sahir Transaction Agreement relating to “Dragend of such 180-Along Rights” as if it were a party theretoday period).

Drag-Along Rights. Notwithstanding anything herein to the contrary, but subject to Section 5.6, if the holders of ninety percent (a90%) Prior or more of all voting power of the Company, voting together as a single class on an as converted basis (collectively, the “Drag-Along Shareholders”), approve a Transfer of all Shares held by them to a purchaser, or approve a proposed Trade Sale (each, a “Drag-Along Sale”), then, in any such event, upon written notice from such Drag-Along Shareholders requesting them to do so, each of the other shareholders of the Company (the “Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all Shares held by them in favor of such proposed Drag-Along Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of a any such proposed Drag-Along Sale; (ii) transfer all of their Shares in such Drag-Along Sale to such purchaser; (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Drag-Along Sale; and (iv) take all actions reasonably necessary to consummate the proposed Drag-Along Sale, including without limitation amending the then existing Restated Articles. All proceeds derived from a Dragged-Along Sale shall be distributed among the holders of Preferred Shares and holders of Common Shares in accordance with the Restated Articles. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 4 of this Agreement shall not apply to any transfers made pursuant to this Section 5, provided that there shall be no Drag-Along Sale in the event that the Preferred Holders other than the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice Shareholders (the “NoticeMinority”) shall agree to such other OZ Limited Partners not later than ten Business Days prior purchase all Shares proposed to be sold on the consummation of same terms as the proposed Drag-Along Sale within 10 Business Days after receipt by the Minority of the Drag Along Notice (as defined below) (the “Drag-Along Minority Purchase Right”); provided, however, that if in which case all proceeds derived from such sale shall be distributed among the Drag Along holders of Preferred Shares (other than the Minority exercising the Minority Purchase Right) and holders of Common Shares in accordance with the Restated Articles. The Minority Purchase Right is shall be exercised by the Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale. (b) Within five Business Days following the date of the Notice, the Drag-Along Sellers shall have delivered to them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined Minority in the DIC Sahir Transaction Agreement) manner set forth in accordance with, Sections 5.6 and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto5.7 below.

Drag-Along Rights. (a) Prior At any time after the date that is one (1) week after the Fourth Amended Agreement Effective Date, the Majority Class B Holders (the “Drag-Along Sellers”) may deliver a notice to the consummation LLP (the “Requested Drag-Along Sale Notice”) of the Drag-Along Sellers’ intention to sell Issuer Shares in an Initial Public Offering (a proposed “Drag-Along Sale”). Any Requested Drag-Along Sale Notice shall identify the amount to be sold in such Initial Public Offering which shall be equal to 15% of each Class B Holder’s Class B Membership Interests (inclusive of shares subject to a customary over-allotment option granted to the underwriters), subject to an adjustment to be implemented pursuant to Section 14.16, which adjustment shall not decrease such percentage below 10% or increase such percentage above 20% (in each case, inclusive of shares subject to a customary over-allotment option granted to the underwriters) (as adjusted pursuant to Sections 14.15(c) and 14.16, the “Drag-Along Percentage”). Any Requested Drag-Along Sale Notice shall terminate and be of no further force and effect three (3) weeks after its delivery to the LLP unless a Drag-Along Sale Notice pursuant to Section 14.15(b) is sent by the LLP prior to such time. Any Requested Drag-Along Sale Notice shall be irrevocable once delivered to the LLP. Only one Requested Drag-Along Sale Notice may be delivered during any 30-day period. (b) If the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its deliver the Requested Drag-Along Securities Sale Notice and the LLP consents to such Drag-Along Sale within the three (3) week period specified in Section 14.15(a), each Class B Holder including, for avoidance of doubt, each of the Drag-Along Sellers (each Class B Holder, a “Dragged Holder”) shall (A) sell in the Initial Public Offering the Issuer Shares to be issued to such Dragged Holder pursuant to Section 14.13 equal to (i) the Drag-Along Percentage times (ii) the number of Issuer Shares into which Class B Membership Interests held by such Dragged Holder will be converted or exchanged in connection with the Initial Public Offering, in each case at the price determined pursuant to Section 14.16 and in accordance with other provisions of this Section 14.15; and (B) otherwise take all other actions reasonably necessary or desirable to consummate the Drag-Along Sale and the Initial Public Offering; provided that this clause (B) shall not obligate any Dragged Holder to enter into any lockup or restriction on Transfers other than as specifically provided in Section 14.14 or incur costs or liabilities (other than any costs and liabilities incident to compliance with the provisions of Section 14.13, Section 14.14 and Section 14.15). The LLP shall provide notice of a Drag-Along Sale to each Dragged Holder (a “Drag-Along Sale Notice”) not later than five (5) Business Days prior to the scheduled launch of marketing of the proposed Initial Public Offering. The Drag-Along Sale Notice shall (i) identify the Drag-Along Percentage, (ii) notify the Dragged Holders (x) of any Required Information that such Dragged Holder is required to provide in connection with the Drag-Along Sale and (y) that, subject to Section 14.15(c), each Dragged Holder may sell in the Initial Public Offering a number of Issuer Shares which represents a percentage of the Issuer Shares held by such Dragged Holder that is (i) equal to the Diluted Drag-Along Percentage, (ii) equal to the Drag-Along Purchaser by giving written Percentage or (iii) equal to the Drag-Along Percentage and an additional number that is greater than the Drag-Along Percentage (any such Issuer Shares pursuant to this clause (iii) in addition to the Drag-Along Percentage, “Incremental Shares”), in each case at the same price as the price in the Drag-Along Sale. Each Dragged Holder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to transfer the relevant portion of its Issuer Shares issuable in exchange for its Class B Membership Interests as set forth in this Section 14.15. (c) Each Dragged Holder shall provide notice to the LLP (the an “Incremental Share Notice”) to such other OZ Limited Partners not later than ten three (3) Business Days prior to the consummation after receipt of the Drag-Along Sale Notice, which notice shall specify one (but only one) of the “Drag-Along Right”); provided, however, that if the Drag Along Right is exercised by following three options with respect to such Dragged Holder’s Issuer Shares: (x) such Dragged Holder desires to sell the Drag-Along Sellers, all OZ Limited Partners shall sell their Percentage and a greater fixed percentage of its Issuer Shares above the Drag-Along Securities Percentage (and specify the percentage desired to be sold), (y) such Dragged Holder desires to sell the Drag-Along Percentage of its Issuer Shares without any reduction to such sales resulting from sales by other Holders or (z) such Dragged Holder is willing to have the Issuer Shares sold by it reduced (down to zero, if applicable) by the sales of Incremental Shares being sold in the Initial Public Offering and sales by Holders electing to sell the Drag-Along Percentage. The Issuer Shares to be sold in the Initial Public Offering shall be sold as follows (with the aggregate amount of Issuer Shares to be sold not to exceed an amount equal to the Drag-Along Purchaser on Percentage multiplied by the same terms aggregate number of Issuer Shares to be issued to the Class B Holders in exchange for their Membership Interests (the “IPO Sale Amount”): first, all of the Issuer Shares requested to be sold pursuant to clause (y) of the preceding sentence and conditionsthe Drag-Along Percentage of the Issuer Shares held by Class B Holders that elected to sell Incremental Shares pursuant to clause (x) of the preceding sentence; second, including all of the class Incremental Shares requested to be sold pursuant to the Incremental Share Notices in excess of securitythose to be sold pursuant to clause first, which amount shall be reduced pro rata if the number of Incremental Shares exceeds the difference between (A) the IPO Sale Amount and (B) all Issuer Shares to be sold pursuant to clause first; and third, the consideration per Company Security percentage of Issuer Shares to be sold by the remaining Dragged Holders (such percentage, the “Diluted Drag-Along Percentage”), which shall be determined by deducting the number of the Issuer Shares sold pursuant to clauses first and second above from the date of saleIPO Sale Amount, as applicable applying such reduction pro rata to the Drag-Along Sellers. The Notice shall contain written notice Percentage for the Issuer Shares of the exercise remaining Dragged Holders subject to the Drag-Along Notice and then selling the Issuer Shares (if any) subject to such Diluted Drag-Along Percentage. For the avoidance of doubt, whether or not a Dragged Holder elects to give an Incremental Share Notice or sells any Incremental Shares, such Dragged Holder shall nonetheless be obligated to sell the percentage of such Holder’s Issuer Shares pursuant to the Drag-Along Sale as set forth in Section 14.15(b) (as reduced, to the extent applicable, by the immediately preceding sentence). If a Dragged Holder does not give a notice pursuant to this Section 14.15(c), then such Dragged Holder shall be deemed to have requested to sell Issuer Shares pursuant to clause (y) of the first sentence of this Section 14.15(c). (d) Each Dragged Holder shall deliver, within three (3) Business Days after receipt of the Drag-Along Right pursuant Sale Notice, the Required Information with respect to this Section 8.6, setting forth such Dragged Holder. (e) The LLP shall have a period of thirty (30) Business Days from the consideration to be paid by date of delivery of the Drag-Along Purchaser and Sale Notice to consummate the other material Initial Public Offering on the terms and conditions set forth in such Drag-Along Sale Notice. If the Initial Public Offering shall not have been consummated during such period, the LLP shall return to each of the Dragged Holders the limited power-of-attorney and all certificates that such Dragged Holders have delivered for Transfer pursuant hereto, together with any other documents in the possession of the LLP executed by the Dragged Holders in connection with the proposed Drag-Along Sale. Subject to compliance with the immediately preceding sentence, neither the LLP (or its Managers or Officers) nor any Drag-Along Seller shall have any liability to any Member if a Drag-Along Sale or an Initial Public Offering is not consummated for any reason. (f) The provisions of Section 14.14 and this Section 14.15 shall not be deemed to impose any restrictions on Transfer until the date that is five (5) Business Days prior to the scheduled launch of the marketing of the proposed Initial Public Offering and any such restrictions shall terminate if the Initial Public Offering is not consummated within thirty (30) Business Days of the date of delivery of the Drag-Along Sale Notice, subject to reinstatement if a later Commencement Date occurs. (g) The LLP and the Dragged Holders agree that no Dragged Holder which complies with the provisions of this Section 14.15 shall be required to pay any underwriting spread to any underwriter in the Initial Public Offering implemented pursuant to the Drag-Along Sale and that the LLP will pay such underwriters a commission in lieu of such underwriting spread in connection with the Initial Public Offering implemented pursuant to the Drag-Along Sale. (bh) Within five Business Days following Any Member who fails to act in accordance with this Section 14.15 shall forfeit the date right to receive an amount of Issuer Shares pursuant to Section 14.13(b) equal to the Notice, Issuer Shares that such Member would have Transferred in an Initial Public Offering if it fully complied with Section 14.15 (assuming such Holder elected to sell the Drag-Along Sellers Percentage) and shall in lieu thereof receive from the Issuer payment in cash in an amount equal to the aggregate value (based on the IPO Offering Price) of such Issuer Shares less any underwriting spread that would have delivered been applicable to them such Issuer Shares (calculated on the basis that the commission otherwise payable by the LLP would have been equal to such underwriting spread). For the avoidance of doubt, such Member shall receive all the other OZ Limited Partners their Issuer Shares that it would be entitled to receive pursuant to Section 14.13 in exchange for its Class B Interests. (i) A majority of the Class B Holders may deliver additional Requested Drag-Along Securities together with a limited power-of-attorney authorizing such Sale Notices and the LLP may deliver additional Drag-Along Sellers Sale Notices in each case pursuant to sell Section 14.15(a) and Section 14.15(b) upon expiration of the prior Drag-Along Sale Notice in accordance with its terms; provided that no Drag-Along Sale Notice may be delivered after consummation of the Initial Public Offering. (j) In the event that an over-allotment option is granted to the underwriters of an Initial Public Offering and such other OZ Limited Partnerover-allotment option expires and has not been exercised in full in accordance with its terms or less than all the Drag-Along Shares or Incremental Shares are sold in an Initial Public Offering as a result of Section 14.15(c), the Issuer shall be obligated to promptly return to each of the Dragged Holders all certificates representing such Issuer Shares and any applicable transfer instruments in respect thereof that such Dragged Holders have delivered for Transfer pursuant hereto with respect to the portion of such Dragged Holder’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents Shares or Incremental Shares that remain unsold as are reasonably requested by the Drag-Along Sellers in order to effect such salea result thereof. (ck) Each OZ Limited Partner agrees thatThe provisions of Section 14.14, notwithstanding anything to the contrary in this Section 8.614.15 and Section 14.16 shall terminate if the Public Offering Date has not occurred on or before March 31, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto2012.

Drag-Along Rights. (a) Prior Subject to Section 4.5(h), an Initiating Drag-Along Seller shall be entitled to give, or direct the Company to give and the Company shall so promptly give, written notice (a “Drag-Along Sale Notice”) to the consummation other Stockholders that such Initiating Drag-Along Seller or the Company has entered into a Qualified Sale Transaction (a “Drag-Along Sale”), and that such Initiating Drag-Along Seller is requiring the other Stockholders (all Stockholders participating in a Drag-Along Sale pursuant to this Section 4.5, the “Dragged-Along Sellers,” and together with the Initiating Drag-Along Seller and all other Persons (other than any Affiliates of the Initiating Drag-Along Seller) who otherwise are transferring, have a proposed contractual obligation to transfer, or have exercised a contractual or other right to transfer, DHI Securities in connection with such Drag-Along Sale, the “Drag-Along Sellers maySellers”) to participate, at their option, require each other OZ Limited Partner agree and take such actions reasonably necessary to sell its in such Drag-Along Sale, on the same price per share equivalent of DHI Common Stock, consideration, terms and conditions as the Initiating Drag-Along Seller and in the manner set forth in this Section 4.5, a number of DHI Securities held by such Dragged-Along Seller determined by multiplying (A) the number of DHI Securities held by such Dragged-Along Seller at the time the Drag-Along Sale Notice for such Drag-Along Sale is given by (B) a fraction, expressed as a percentage, the numerator of which is the number of DHI Securities to be transferred by the Initiating Drag-Along Seller and its Permitted Transferees in such Drag-Along Sale and the denominator of which is the total number of DHI Securities held at such time by the Initiating Drag-Along Seller and its Permitted Transferees (such fraction, the “Drag-Along Sale Percentage”), subject to adjustment pursuant to the Drag-Along Purchaser Sale Priority as contemplated in Section 4.5(c). The Drag-Along Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) days prior to each of the consummation of such Drag-Along Sale and the delivery of a Drag-Along Sale Notice setting forth (i) the number and type of each class of DHI Securities proposed to be transferred, (ii) the consideration to be received for such DHI Securities, including any Additional Consideration received, (iii) the identity of the other Person(s) party to the Drag-Along Sale, (iv) a detailed summary of all material terms and conditions of the proposed transfer, (v) the Drag-Along Sale Percentage, (vi) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not be less than fifteen (15) days after the delivery of such notice) and (vii) any action or actions required of the Dragged-Along Sellers in connection with the Drag-Along Sale. In the event that any MD Related Party directly or indirectly receives any Additional Consideration in connection with any Drag-Along Sale, the value of such Additional Consideration (as reasonably determined by giving written notice the Board, subject to the consent of the SLP Stockholders, not to be unreasonably withheld, conditioned or delayed) shall be deemed to have been part of the consideration paid or payable to the MD Stockholders in respect of their DHI Securities in such Drag-Along Sale transaction and shall be reflected in the amount offered by the proposed transferee set forth in the applicable Drag-Along Sale Notice. In the event that more than one MD Stockholder and/or more than one SLP Stockholder is the Initiating Drag-Along Seller, then all such transferring MD Stockholders and/or SLP Stockholders, as the case may be, shall be treated as the Initiating Drag-Along Seller, and the DHI Securities held and to be transferred by such MD Stockholders and/or SLP Stockholders, as the case may be, shall be aggregated as set forth in Section 9.16, including for purposes of calculating the applicable Drag-Along Sale Percentage. Notwithstanding anything in this Section 4.5 to the contrary, but subject to Section 4.5(c), if the MD Stockholders and the MSD Partners Stockholders are transferring some, but not all of their DHI Securities or vested in-the-money Company Stock Options in any Drag-Along Sale, each of the other Stockholders shall be entitled to transfer the same proportion of DHI Common Stock held by it as the proportion, in the aggregate, of the MD Stockholders’ and the MSD Partners Stockholders’ DHI Securities and vested in-the-money Company Stock Options (relative to the MD Stockholders’ and the MSD Partners Stockholders’ total number of such DHI Securities) that are being sold by the MD Stockholders and the MSD Partners Stockholders in such Drag-Along Sale. For the avoidance of doubt, no DHI Securities that are subject to any vesting or similar condition may be transferred prior to such time as such DHI Securities have fully vested; provided, that it is understood that if such DHI Securities vest in connection with such Drag-Along Sale, such DHI Securities shall be required to be transferred in connection therewith in accordance with this Section 4.5. (b) Upon delivery of a Drag-Along Sale Notice, all Dragged-Along Sellers participating in a Drag-Along Sale pursuant to this Section 4.5 shall be required to agree to make the same representations, warranties, covenants, indemnities and agreements as the applicable Initiating Drag-Along Seller and all other Drag-Along Sellers in such Drag-Along Sale (and shall be subject to the same escrow or other holdback arrangements as such Persons so long as such escrows or other holdbacks are proportionately based on the amount of consideration received for the sale of DHI Securities in such Drag-Along Sale transaction); provided, that: (i) each Dragged-Along Seller shall be entitled to receive its pro rata portion (based on the relative amount (and taking into account the per share equivalent of DHI Common Stock) of DHI Securities sold in such Drag-Along Sale transaction) of any deferred consideration or indemnification payments relating to such Drag-Along Sale transaction (provided, however, that, with respect to any unexercised Company Stock Options proposed to be transferred in such Drag-Along Sale by any Drag-Along Seller, the per share consideration in respect thereof shall be reduced by the exercise price of such options or, if required pursuant to the terms of such options or such Drag-Along Sale, such Drag-Along Seller must exercise the relevant option and transfer the relevant shares of DHI Common Stock (rather than the option) (in each case, net of any amounts required to be withheld by the Company in connection with such exercise)); (ii) the aggregate amount of liability of each Dragged-Along Seller shall not exceed the proceeds received by such Dragged-Along Seller in such Drag-Along Sale; (iii) all indemnification obligations (other than with respect to the matters referenced in Section 4.5(b)(iv)) shall be on a several and not joint basis to the Drag-Along Sellers pro rata (based on the amount of consideration received by each Drag-Along Seller in the Drag-Along Sale transaction); (iv) no Dragged-Along Seller shall be responsible for any indemnification obligations and/or liabilities (including through escrow or hold back arrangements) for (A) breaches or inaccuracies of representations and warranties made with respect to any other Drag-Along Seller’s (1) ownership of and title to equity securities, (2) organization and authority or (3) conflicts and consents and any other matter concerning such other Person and/or (B) breaches of any covenant specifically relating to any other Drag-Along Sellers; and (v) no Dragged-Along Seller shall be required in connection with such Drag-Along Sale transaction to agree to (A) any employee, customer or other non-solicitation, no-hire or other similar provision, (B) any non-competition or similar restrictive covenant and/or (C) any term that purports to bind any portfolio company or investment of any a Dragged-Along Seller or any of their respective Affiliates. (c) Notwithstanding anything in this Section 4.5 to the contrary, (i) if a Drag-Along Sale is structured or otherwise effected (A) such that less than 100% of the DHI Securities are being transferred or (B) as a sale of less than all of the assets of the DHI Group (as defined in the Company’s Fourth Amended and Restated Certificate of Incorporation), each Stockholder (other than any MD Stockholder) shall have the option of selling in such Drag-Along Sale 100% of the equity securities of the Company, Dell and their respective Subsidiaries held by such Stockholder (excluding any shares of Class V Stock) on the same terms and conditions as applicable to other DHI Securities being sold in such Drag-Along Sale (such right, the “NoticeDrag-Along Sale Priority”) and (ii) in the event that in connection with a Drag-Along Sale, MD, the MD Stockholders, the MSD Partners Stockholders or their Permitted Transferees, Affiliates or family members that beneficially own DHI Securities, roll over or exchange (or are entitled to roll over or exchange) all or a portion of such DHI Securities in such Drag-Along Sale, they shall only be permitted to do so if the other OZ Limited Partners Stockholders are permitted, but not later required, to roll over a pro rata portion of their DHI Securities at the same price per DHI Security and with the same rights and preferences related thereto (other than ten Business Days prior differences in governance rights attributable to the consummation size of such Person’s post-Drag-Along Sale ownership). (d) In connection with a Drag-Along Sale, at the request of the Initiating Drag-Along Seller or the Company (at the direction of the Initiating Drag-Along Seller), each Drag-Along Seller shall, subject to the limitations set forth in Section 4.5(b): (i) (A) sign a written resolution voting all of such Dragged-Along Seller’s voting DHI Securities in favor of such Drag-Along Sale (if such a vote is required) or (B) at the Company’s annual meeting of stockholders or at any other meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, in each case to the extent that such Dragged-Along Seller’s DHI Securities are entitled to vote thereon, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, (x) appear at each meeting of stockholders or otherwise cause all of the voting DHI Securities beneficially owned by such Dragged-Along Seller as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and (y) vote (or cause to be voted), in person or by proxy, all of such Dragged-Along Seller’s voting DHI Securities as of the applicable record date in favor of such Drag-Along Sale (if such a vote is required); and (ii) take or cause to be taken all such actions as are reasonably required or necessary in order to facilitate and consummate expeditiously such Drag-Along Sale pursuant to this Section 4.5, including (A) executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments and (B) filing applications, reports, returns, filings and other documents or instruments with governmental authorities. (e) Notwithstanding the delivery of any Drag-Along Sale Notice, all determinations as to whether to complete any Drag-Along Sale and as to the timing, manner, price and, subject to Section 4.5(b)(i) through (v), other terms and conditions of any such Drag-Along Sale shall be at the sole discretion of the Initiating Drag-Along Seller, and none of the Initiating Drag-Along Seller, its Affiliates and their respective Representatives shall have any liability to any Dragged-Along Seller arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Drag-Along Sale except to the extent such Initiating Drag-Along Seller failed to comply with the provisions of this Section 4.5; provided, that (i) if the Initiating Drag-Along Seller agrees to amend, restate, modify or supplement the terms and/or conditions of the Drag-Along Sale (the “Drag-Along Right”); provided, however, after such time that if the Drag Along Right is exercised by the Drag-Along SellersSale Notice has been delivered to the Dragged-Along Sellers in accordance with the terms of this Section 4.5, all OZ Limited Partners shall sell their the Initiating Drag-Along Securities Seller shall promptly notify the Company and cause to the be delivered to each Dragged-Along Seller a revised Drag-Along Purchaser on Sale Notice containing all of the same terms and conditions, including the class items required of security, the consideration per Company Security and the date of sale, as applicable to the a Drag-Along Sellers. The Sale Notice shall contain written notice as set forth in Section 4.5(a) at least fifteen (15) days prior to the consummation of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the such Drag-Along Sale. (bf) Within five Business Days following All reasonable and documented out-of-pocket costs and expenses incurred by the date Company, its Subsidiaries and/or any of the Notice, the Sponsor Stockholders and their Permitted Transferees in connection with a Drag-Along Sellers Sale shall have delivered to them either be (i) borne in full by the other OZ Limited Partners their Company or (ii) allocated and borne on a pro rata basis by each Drag-Along Securities together Seller in accordance with a limited powerthe amount of consideration otherwise received by each Drag-of-attorney authorizing Along Seller in such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to Sale. For the terms avoidance of the doubt, it is understood that this Section 4.5(f) shall not prevent any Drag-Along Sale to be structured in a manner such that some or all of the such costs and such other transfer instruments and other documents as are reasonably requested expenses result in a pro rata reduction in the consideration received by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” . (as defined in g) Notwithstanding anything herein to the DIC Sahir Transaction Agreementcontrary, if the Initiating Drag-Along Seller has not completed the proposed Drag-Along Sale within one hundred eighty (180) days following delivery of the Drag-Along Sale Notice in accordance with this Section 4.5, then such Drag-Along Sale Notice shall be null and void, each Dragged-Along Seller shall be released from its obligations under such Drag-Along Sale Notice and it shall be necessary for a separate Drag-Along Sale Notice to be furnished by the Initiating Drag-Along Seller, and the other terms and provisions of this Section 4.5 separately complied with, in order to consummate such Drag-Along Sale pursuant to this Section 4.5; provided, that if such proposed Drag-Along Sale is subject to, and conditioned on, one or more prior regulatory approvals, then such one hundred eighty (180) day period shall be extended solely to the extent required by, necessary until no later than the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party theretoexpiration of ten (10) days after all such approvals shall have been received. (h) This Section 4.5 automatically terminates without any further action upon an IPO.

Drag-Along Rights. (a) Prior If, at any time prior to the consummation Public Market Date, Parent (i) proposes to transfer in a Bona Fide Sale not less than 90% of its aggregate ownership of the outstanding common stock of either Company and (ii) holds or is otherwise entitled to vote a majority of the Voting Stock of such Company before giving effect to such transfer (a "Drag-Along Sale"), then Parent may at its option require all, but not less than all, of the Purchasers to sell in such Drag-Along Sale their respective Drag-Along Portions of the shares of common stock of such Company then held by the respective Purchasers ("Drag-Along Rights"). Parent shall provide written notice of such Drag-Along Sale to each Purchaser (a "Drag-Along Notice") not later than the 10th day prior to the proposed Drag-Along Sale. The Drag-Along Notice shall identify, with respect to the Drag-Along Sale, the Drag-Along Sellers maytransferee, at their optionthe number of shares of common stock of the applicable Company to be sold, require each other OZ Limited Partner the consideration for which a transfer is proposed to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice be made, which shall also be stated on a per share basis (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the "Drag-Along Sale (Price"), the “date on which such Drag-Along Right”); providedSale is proposed to be consummated and, however, that if the Drag Along Right is exercised by the Drag-Along Sellersin reasonable detail, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the such Drag-Along Sale. (b) Within five Business Days following the date of the NoticeSubject to this Section 2.14, each Purchaser shall be required to participate in the Drag-Along Sellers shall have delivered to them by Sale on the other OZ Limited Partners their terms and conditions set forth in the Drag-Along Securities together with Notice, so long as such terms and conditions constitute a limited powerBona Fide Sale, and to transfer the Drag-of-attorney authorizing Along Portion of its shares of common stock of the applicable Company as set forth below. The price payable per share in such Drag-Along Sellers Sale to sell such other OZ Limited Partner’s each Purchaser shall be the Drag-Along Securities pursuant to Sale Price. (c) Parent shall have a period of 90 days from the terms date of receipt of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by Notice to consummate the Drag-Along Sellers Sale on the terms and conditions set forth in order to effect such saleDrag-Along Notice, so long as such terms and conditions constitute a Bona Fide Sale. (cd) Each OZ Limited Partner agrees that, notwithstanding anything to On the contrary in this Section 8.6, it shall participate in closing date for a “Drag-Along Sale” (as defined , each Purchaser shall deliver to the purchaser specified in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as Notice for such Drag-Along Sale a certificate or certificates representing such Purchaser's Drag-Along Portion of the common stock of the Company, together with appropriate instruments of transfer duly endorsed in blank, against payment by such purchaser of the total purchase price for such shares at the Drag-Along Sale Price per share. (e) All expenses and costs of any Drag-Along Sale, including the fees of one counsel to the Purchasers related to such sale, shall be for the account of and paid by the applicable Company; PROVIDED that, in the event of any Drag-Along Sale required by the Agent pursuant to the Pledge Agreement, Parent, each Purchaser and the Company shall bear and pay for its own respective expenses and costs, including the fees of its respective counsel, in connection with such Drag-Along Sale. (f) For purposes of this Section 2.14 and all definitions used in this Section 2.14, a Right to acquire one share of common stock of either Company shall constitute one share of common stock of such Company and a Person shall be deemed to own a share of common stock if it were a party thereto.such Person has

Drag-Along Rights. (a) Prior From and after the third anniversary of the Effective Date (or such earlier date as may be agreed to by Buyer and L Brands), subject to the terms and conditions of ‎Section 9.04, if Buyer, for so long as Buyer (and its Permitted Transferees) hold more Units than L Brands (and its Permitted Transferees) (collectively, the “Drag-Along Seller”), proposes to effect a Sale of the Partnership (a “Drag-Along Sale”), the Drag-Along Seller may at its option (the “Drag-Along Rights”) require (i) each Other Partner to participate in such Drag-Along Sale on the terms and conditions set forth in this Section 9.03 and Section 9.04, including requiring each Other Partner to Transfer a number of its Units equal to its Drag-Along Portion (the “Dragged Units”) on such terms and conditions set forth in this Section 9.03 and Section 9.04, if such Drag-Along Sale involves the Transfer of Units, and (ii) the General Partner to withdraw as general partner of the Partnership on the appointment of another general partner qualified to act as such in accordance with the Act and nominated by the Drag-Along Seller (and Section 9.07 shall not apply). (b) If the Drag-Along Seller elects to exercise its Drag-Along Rights, at least 30 days prior to the consummation of a proposed Drag-Along Sale, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Seller shall give written notice (a “Drag-Along Securities Sale Notice”) to each Other Partner of such Drag-Along Sale. The Drag-Along Sale Notice shall identify the purchaser in the Drag-Along Purchaser by giving written notice (Sale, the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of transaction structure for the Drag-Along Sale (the “Drag-Along Right”); provided, however, that if the Drag Along Right is exercised by the Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of securitySale, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice for which such Sale of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration Partnership is proposed to be paid by the Drag-Along Purchaser made and the all other material terms and conditions of the Drag-Along Sale. Subject to Section 9.04, each Other Partner shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender its Dragged Units as set forth below, and each Other Partner will be deemed to have consented to such Drag-Along Sale (and agrees to waive any dissenter’s rights, appraisal rights or similar rights in connection therewith). Notwithstanding any provision to the contrary contained in this Agreement, any Unit that does not become a Vested Unit immediately prior to, or in connection with, any Drag-Along Sale or any other sale of the Partnership shall be forfeited and cancelled with concurrent effect upon the consummation of any such transaction, and no Limited Partner shall have any further rights or obligations with respect to such forfeited Units. (bc) Within five If requested by the Drag-Along Seller, not later than 10 Business Days following after the date of the Drag-Along Sale Notice, each Other Partner shall deliver to the Drag-Along Sellers shall have delivered to them by Seller the certificates or other OZ Limited Partners their Drag-Along Securities applicable instruments (if any) representing the Dragged Units of such Other Partner, together with a limited power-of-attorney authorizing the Drag-Along Seller or its representative to Transfer such Dragged Units on the terms set forth in the Drag-Along Notice and wire transfer or other instructions for payment of the consideration for the Units being Transferred by such Other Partner in such Drag-Along Sellers to sell Sale. (d) If at the end of a 180-day period after delivery of such other OZ Limited Partner’s Drag-Along Securities Sale Notice, the Drag-Along Seller has not completed the Sale of the Partnership on the terms and conditions set forth in the Drag-Along Notice, the Drag-Along Seller shall (i) return to each Other Partner the limited power-of-attorney and all certificates and other applicable instruments (if any) representing the Dragged Units that such Other Partner delivered for Transfer pursuant to this Section 9.03 and any other documents in the terms possession of the Drag-Along Sale Seller executed by such Other Partner in connection with the proposed Drag-Along Sale, and (ii) all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Units shall continue in effect; provided that, if the Transfer is subject to regulatory approval, such 180-day period shall be extended until the expiration of five Business Days after all such approvals shall have been received. (e) Promptly after the consummation of a Drag-Along Sale, the Drag-Along Seller shall (i) notify each Other Partner thereof, (ii) remit to each Other Partner the total consideration for the Dragged Units of such Other Partner Transferred pursuant thereto less such Other Partner’s pro rata share (based on its aggregate Equity Value of its Units Transferred in such Drag-Along Sale) of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with ‎Section 9.04, with the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Drag-Along Response Notice and (iii) furnish such other evidence of the completion and the date of completion of such transfer instruments and other documents the terms thereof as are may be reasonably requested by such Other Partner. The Drag-Along Seller shall promptly remit to the Other Partners any additional consideration payable with respect to such Other Partners’ Dragged Units in connection with such Drag-Along Sale upon the release thereof from any escrows, holdbacks or adjustments in purchase price. (f) Notwithstanding anything contained in this Section 9.03, there shall be no liability on the part of the Drag-Along Seller to the Other Partners (other than the obligation to return the certificates or other applicable instruments (if any) representing Units and limited powers-of-attorney received by the Drag-Along Sellers in order Seller) or any other Person if the Sale of the Partnership pursuant to this Section 9.03 is not consummated for whatever reason. Whether to effect such salea Sale of the Partnership pursuant to this Section 9.03 by the Drag-Along Seller is in the sole and absolute discretion of the Drag-Along Seller. (cg) Each OZ Limited Partner agrees thatFor so long as L Brands (together with its Permitted Transferees) continues to hold at least 50% of its Initial Ownership, notwithstanding anything prior to delivering a Drag-Along Sale Notice, the contrary Drag-Along Seller shall notify L Brands in this Section 8.6, it shall participate in writing of its intention to effect a “Drag-Along Sale” . In such case, L Brands shall have a 15-day period in which to make (in its sole discretion) an offer to consummate (as defined in an acquiror) a Sale of the DIC Sahir Transaction AgreementPartnership, which offer shall set forth the price and other material terms upon which L Brands proposes to consummate such Sale of the Partnership. (h) in accordance with, and to The provisions of this Section 9.03 shall terminate upon the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party theretoconsummation of an IPO.

Drag-Along Rights. (a) Prior Subject to Section 11.2, in the consummation event a Selling Partner receives a bona fide third-party offer to purchase Units representing 90% or more of a proposed all outstanding Units of the Company, the Selling Partner shall be entitled to require the other Partner (“Drag-Along SalePartner”) to sell and transfer all of its Units (“Dragged Units”) on the same terms (“Drag-Along Right”) as the Selling Partner provided that the purchase price is not less than the fair market value determined by an Independent Appraiser pursuant to Article 14 unless otherwise mutually agreed by the Partners. (b) To exercise a Drag-Along Right, the Selling Partner shall request the sale and transfer of the Dragged Units by the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities the Third Party by written notice to the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not Partner no later than ten Business Days prior thirty (30) days following the purchase option being delivered to the consummation of the Drag-Along Sale Partner (the “Drag-Along RightNotice”)) extended to allow for valuation of the Units under Article 14 unless a valuation performed within the preceding six (6) months is readily available. The Drag-Along Notice shall include the full terms of the offer and the identity of the prospective purchaser. (c) Within thirty (30) days following the receipt of the Drag-Along Notice, the Drag-Along Partner shall sell its Dragged Units to the Third Party (i) on the same terms and conditions as the Selling Partner sells its Units to the Third Party but not on terms and conditions less favorable than set out in the purchase option and (ii) subject to the disposal of its Units by the Selling Partner to the Third Party; provided, however, that if the Drag Along Right is exercised by liability of the Drag-Along Sellers, Partners under such definitive agreements shall be several and not joint and several. (d) Each Partner undertakes to take all OZ Limited Partners shall sell their Drag-Along Securities actions necessary for a sale to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of prospective purchaser following the exercise of the Drag-Along Right pursuant Right, according to the provisions of this Section 8.6section. (e) The Selling Partner shall have a period of thirty (30) days from the date of the delivery of the Drag-Along Notice to consummate the sale and transfer on the terms and conditions set forth in the Drag-Along Notice; provided, setting forth however, that, if such sale and transfer is subject to governmental or regulatory consents, approvals or clearances (including expiration or termination of all applicable waiting periods under applicable law), such thirty- (30-) day period shall be extended until the consideration expiration of ten (10) business days after all such consents, approvals or clearances (including expiration or termination of all applicable waiting periods under applicable law) have been received, but in no event later than five (5) months following the date of the delivery of the Drag-Along Notice. If the sale and transfer shall not have been consummated during such period, the Selling Partner shall return to be paid the Drag-Along Partner any documents in the possession of the Selling Partner executed by the Drag-Along Purchaser Partner in connection with such proposed sale and transfer, and all the other material terms restrictions on transfers of Units contained in this Agreement or otherwise applicable at such time with respect to the Units shall again be in effect. (f) Concurrently with the consummation of the sale and conditions transfer of Units pursuant to this Section 11.9, the Selling Partner shall give notice thereof to the Drag-Along Sale. (b) Within five Business Days following the date of the NoticePartner, shall remit to the Drag-Along Sellers shall have delivered Partner the total consideration (the cash portion of which is to them be paid by the other OZ Limited Partners their Drag-Along Securities together wire transfer in accordance with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale Partner’s wire transfer instructions) for the Units transferred in such sale and transfer, and shall furnish such other evidence of the completion and time of completion of such sale and transfer instruments and other documents the terms thereof as are may be reasonably requested by the Drag-Along Sellers in order to effect such salePartner. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. If Stockholders of Parent (athe “Selling Stockholders”) Prior holding a Stockholder Majority (as defined below) propose to sell all their shares of Parent Common Stock to any unaffiliated or unrelated person in an arm’s length transaction, then the Selling Stockholders may elect to require (a “Drag-Along Right”) that Sellers sell all of the shares received as Stock Consideration in such sale transaction(s) for the same price per share as the Selling Stockholders (a “Drag-Along Transaction”). If the Selling Stockholders desire to exercise such Drag-Along Right, they shall give written notice to the consummation Sellers of a the proposed Drag-Along Sale, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities Transaction giving rise to the Drag-Along Purchaser by giving written notice Right at least twenty (the “Notice”20) to such other OZ Limited Partners not later than ten Business Days days prior to the consummation of the thereof (a “Drag-Along Sale Notice”). The Drag-Along Notice shall set forth the principal terms of such proposed transaction including the amount of Parent Common Stock to be sold by the Selling Stockholders, the price per shares to be paid, the name and address of the prospective Parent and any other material terms and conditions (in reasonable detail) pertaining to such proposed transfer, including without limitation, the proposed closing date (the “Drag-Along RightTerms”); provided, however, that if . If the Drag Along Right Selling Stockholders consummate the proposed transaction to which reference is exercised by made in the Drag-Along SellersNotice, the Sellers shall be bound and obligated to sell all OZ Limited Partners shall sell their Drag-Along Securities to of his Parent Common Stock in the Drag-Along Purchaser proposed transaction on the same terms and conditions, including conditions as the class of securitySelling Stockholders. If properly exercised, the consideration per Company Security and the date of sale, as applicable Sellers are hereby deemed to have consented to the Drag-Along Sellerstransaction. The Notice A “Stockholder Majority” shall contain written notice mean holders of fifty (50%) percent or greater of the exercise outstanding shares of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along SaleParent Common Stock. (b) Within five Business Days following the date of the Notice, the Drag-Along Sellers shall have delivered to them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. (ai) Prior So long as CNI, together with its Affiliates, holds at least 20% of the outstanding shares of Voting Stock, if CNI proposes a sale of all of the shares of Voting Stock held by it, including in connection with a sale or exchange, whether directly or pursuant to a merger, consolidation or otherwise (a "Drag-Along Sale"), CNI may require any Holder to sell all the Shares then held by such Holder, for the same consideration and otherwise on the same terms and conditions (including timing of receipt of consideration and choice of consideration, if any) as the sale by CNI. For purposes of the foregoing, it is agreed that no Holder shall be required to accept consideration in a Drag-Along Sale other than cash or publicly traded securities registered under the Securities Act. (ii) CNI shall provide written notice of such Drag-Along Sale to the consummation of Holder (a "Drag-Along Notice") not later than twenty (20) Business Days prior to the proposed Drag-Along Sale, the . The Drag-Along Sellers mayNotice shall identify the transferee, at their option, require each other OZ Limited Partner the consideration for which a sale is proposed to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice be made (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the "Drag-Along Sale (the “Drag-Along Right”); provided, however, that if the Drag Along Right is exercised by the Drag-Along Sellers, Price") and all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale. . Subject to Section 2(a)(iv), such Holder 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 as set forth below. The price(s) payable in such sale shall be the Drag-Along Sale Price. Not later than the ten (b10) Within five Business Days Day following the date of the NoticeDrag-Along Notice (the "Drag-Along Notice Period") to the Holder, such Holder shall deliver to a representative of CNI designated in the Drag-Along Sellers shall have delivered to them Notice certificates representing all the Shares beneficially owned and held by the other OZ Limited Partners their Drag-Along Securities such Holder, duly endorsed, together with a limited power-of-attorney authorizing all other documents required to be executed in connection with such Drag-Along Sellers Sale, or if such delivery is not permitted by applicable law, an unconditional agreement to sell deliver such other OZ Limited Partner’s certificates pursuant to this Section 2(a)(ii) at the closing for such Drag-Along Securities pursuant to Sale on the terms and conditions set forth in the Drag-Along Notice against delivery to such Holder of the consideration therefore. (iii) CNI shall have a period of ninety (90) days from the date of receipt of the Drag-Along Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Notice; provided, that if such Drag-Along Sale is subject to regulatory approval, such ninety (90) day period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than one hundred and twenty (120) days following the delivery of the Drag-Along Notice. If the Drag-Along Sale shall not have been consummated during such period, CNI shall return to each Holder all certificates or other evidence of title and ownership representing Shares that such Holder delivered for sale pursuant hereto, together with any documents in the possession of CNI executed by such Holder in connection with such proposed sale. (iv) Concurrently with the consummation of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by pursuant to this Section 2(a), CNI shall use its best efforts to cause the acquiror or the surviving Person in the Drag-Along Sellers in order Sale to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything give notice thereof to the contrary in this Section 8.6Holders, it shall participate in a “to remit to each Holder who has surrendered its certificates or other evidence of title and ownership the total consideration (with the cash portion of the purchase price paid by bank transfer to an account designated by each Holder and any non-cash portion to be delivered as promptly as possible on or after the consummation of such Drag-Along Sale” (as defined in ) for the DIC Sahir Transaction Agreement) in accordance withShares transferred pursuant hereto and, and to promptly after consummation of the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” Sale, to furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by such Holder. (v) No Holder shall be obligated to pay any expenses incurred in connection with any consummated or unconsummated Drag-Along Sale. (vi) In connection with any Drag-Along Sale, each Holder shall (A) if requested, make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Drag-Along Sale; provided that no Holder shall be required to provide any representations or indemnities in connection with any Drag-Along Sale other than representations and indemnities concerning such Holder's title to the Shares free and clear of any encumbrances, including actual or pending litigation to which such Holder is a party, and the Holder's power and due authorization to enter into and consummate the sale without contravention of any law or material agreement; and (B) benefit from all of the same provisions of the definitive agreements as CNI. (vii) Each Holder hereby agrees that, during any period commencing with receipt by such Holder of a Drag-Along Notice and expiring upon the earlier of: (A) the consummation of the related Drag-Along Sale; (B) the expiry of the applicable period specified in Section 2(a)(iii) for consummation of such Drag-Along Sale; or (C) receipt by such Holder of a notice from CNI to the effect that such Drag-Along Sale is no longer being pursued, it were shall not cause or permit any Transfer of any Shares or the right to acquire any Shares to be effected, except (i) pursuant to such Drag-Along Sale, (ii) with the prior written consent of CNI, (iii) to an Affiliate of such Holder, or (iv) as a party theretobona fide pledge to a bank, financial institution or other lender; provided, in case of any Transfer pursuant to (iii) and (iv) above, that (1) the transferee agrees to assume the obligations hereunder of the transferring Holder with respect to any Shares so transferred and executes a written instrument acknowledging that it agrees to be bound by the terms of this Agreement and (2) the transferring Holder provides notice of such Transfer to CNI.

Drag-Along Rights. (a) Prior to Except as otherwise provided in this Agreement, if, at any time after the consummation of a proposed date hereof, the Managing Member (the “Drag-Along SaleTransferring Member”) desires to Transfer a Percentage Interest owned by such Member to a third party (whether for cash, securities or a combination of both), then, if requested by the Drag-Along Sellers mayTransferring Member, at their option, require each other OZ Limited Partner to sell its Member (a “Drag-Along Securities Participant”) shall be required to sell a percentage of its Percentage Interests equal to the percentage of Percentage Interests owned by the Drag-Along Purchaser Transferring Member that are being sold by giving the Drag-Along Transferring Member. (b) The consideration to be received by each Drag-Along Participant in the transaction contemplated by Section 9.6(a) (the “Drag Transaction”) shall be the same form and amount of consideration per Percentage Interest to be received by the Drag-Along Transferring Member(s), and the terms and conditions of such sale shall be the same as those upon which the Drag-Along Transferring Member(s) sells its Percentage Interests. If the Drag-Along Transferring Member(s) are given an option as to the form and amount of consideration to be received, all Drag-Along Participants will be given the same option. (c) The Drag-Along Transferring Member(s) shall provide written notice (the “Drag-Along Notice”) to such other OZ Limited Partners each Drag-Along Participant of any proposed Drag Transaction not later less than ten Business Days 10 days prior to the consummation of the Drag Transaction. The Drag-Along Sale (the “Drag-Along Right”); provided, however, that if the Drag Along Right is exercised by the Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting set forth the consideration to be paid by the Drag-Along Purchaser purchaser for the Percentage Interests in the Drag Transaction, the name of the proposed purchaser and the other material terms of the Drag Transaction. (d) In connection with the Drag Transaction, each Drag-Along Participant will agree to make the same customary representations, covenants, indemnities and conditions of agreements as the Drag-Along SaleTransferring Member(s). (be) Within five Business Days following At least 10 days prior to the date anticipated consummation of the NoticeDrag Transaction, the each Drag-Along Sellers Participant shall have delivered deliver to them the Company to hold in escrow pending transfer of the consideration in respect thereof and the consummation of the Drag Transaction in accordance with its agreed terms and conditions (i) such documents as are necessary to convey to the applicable purchaser the Percentage Interests to be Transferred by the other OZ Limited Partners their such Drag-Along Securities together with Participant, in form and substance reasonably satisfactory to such purchaser and (ii) a limited power-of-attorney authorizing the Company to take all actions necessary to Transfer such securities in such Drag Transaction. In the event that a Drag-Along Participant should fail to deliver such documents and power-of- attorney, the Company shall cause the books and records of the Company to show that such Percentage Interests are bound by the provisions of this Section 9.6 and that the Transfer of such Percentage Interests to the purchaser in such sale may be effected without such Drag-Along Sellers to sell Participant’s consent. (f) The closing of the Drag Transaction shall be held at such other OZ Limited Partner’s place and on such date as determined by the Drag-Along Securities pursuant to Transferring Member(s) and the terms proposed purchaser, but in no event later than 120 days (or longer, if the Xxxx-Xxxxx-Xxxxxx Act so requires) after delivery of the Drag-Along Sale Notice required to be delivered pursuant to Section 9.6(c). Upon the consummation of the Drag Transaction, the purchaser shall remit directly to each Drag-Along Participant, by wire transfer if available and such other transfer instruments and other documents as are reasonably if requested by the Drag-Along Sellers in order to effect Participant, the consideration for such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party Participant’s Percentage Interests sold pursuant thereto.

Drag-Along Rights. In the event a Triarc Affiliated Party (athe "DRAG-ALONG RIGHTHOLDER") Prior desires to Transfer to a Third Party Purchaser, all or a portion of its Membership Interests (including pursuant to a merger, consolidation or business combination or a sale of all or substantially all of the consummation assets of the Company and its Subsidiaries, taken as a proposed whole), in a transaction that would result in a Third Party Purchaser having at least 80% of the Drag-Along SaleRightholder's Membership Interests after giving effect to the transaction, the Drag-Along Sellers may, at Rightholder may send written notice (the "DRAG-ALONG NOTICE") to the Company and the Members other than the Triarc Affiliated Parties (each a "DRAG-ALONG SELLER") notifying them they will be required to Transfer the same percentage of their option, require each other OZ Limited Partner to sell its Drag-Along Securities to Membership Interests held by the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior Sellers as is equal to the consummation percentage of the Membership Interests of the Drag-Along Sale Seller being Transferred to the Third Party Purchaser (the “"DRAG-ALONG MEMBERSHIP INTERESTS") (or, in the case of a merger, consolidation, business combination or an asset sale, vote in favor of such sale). Upon receipt of a Drag-Along Right”); providedNotice, howevereach Drag-Along Seller receiving such notice shall be obligated to (a) Transfer all of its Drag-Along Membership Interests in such transaction on the same terms and conditions (other than price, that if to the Drag extent provided below) as the Drag-Along Right is exercised Sellers (including payment of its PRO RATA share of all reasonable costs associated with such transaction, to the extent such costs are incurred for the benefit of the Drag-Along Rightholder and the Drag-Along Seller participating in the Transfer) and (b) otherwise take all necessary action under this Agreement to cause the consummation of such transaction, including voting its Membership Interests in favor of such transaction and not exercising any appraisal rights in connection therewith. If a Transfer of Membership Interests by the Drag-Along Sellers, all OZ Limited Partners shall sell their Rightholder and the participating Drag-Along Securities to Sellers is not completed during the Drag120-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and day period immediately following the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale. (b) Within five Business Days following the date of the Notice, the Drag-Along Sellers shall have delivered to them by the other OZ Limited Partners their Rightholder must deliver new Drag-Along Securities together Notices in accordance with a limited power-of-attorney authorizing such this Section 9.8. Each Drag-Along Sellers Seller further agrees to sell execute and deliver such definitive documentation and take such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and actions in connection with such other transfer instruments and other documents Transfer as are shall be reasonably requested by the Third Party Purchaser and that are being executed and performed by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to Rightholder. The aggregate consideration received by the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in Rightholder and its Affiliates and the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as Sellers shall be allocated among them in accordance with Section 9.13. Notwithstanding the foregoing, if it were the Sachs Affiliated Parties validly deliver a party theretoPut Option Notice exercising their Put Option with respect to 100% of their Membership Interests held by them at such time pursuant to Section 9.11(e)(iv) in respect thereof, then no Drag-Along Rightholder may exercise any of its rights pursuant to this Section 9.8 until the applicable Put Right Price has been determined in accordance with this Agreement (and the 120-day period referred to above shall be "tolled" pending such determination), and no Transfer by the Drag-Along Rightholder may be completed until Triarc shall have satisfied its obligations under Section 9.11.

Drag-Along Rights. Section 3.1. From and after the Preferred Closing, the SL Shareholder shall be entitled to give written notice (aa “Drag-Along Sale Notice”) Prior to the consummation Investor Holders that the SL Shareholder desires to enter into, or cause the Company or the Dragged-Along Sellers (as defined below) to enter into, one or a series of related transactions that constitutes a Change of Control (whether as part of a proposed single or “multi track” process) (a “Drag-Along Sale”) to any bona fide third party (excluding for the avoidance of doubt the Company and its Subsidiaries) (“Drag Transferee”), and that the SL Shareholder is requiring the Investor Holders (all Investor Holders participating in a Drag-Along Sale pursuant to this Section 3.1, the “Dragged-Along Sellers”, together with the SL Shareholder and all other Persons who otherwise are transferring, have a contractual obligation, or have exercised a contractual or other right to transfer, the Capital Stock of the Company in connection with such Drag-Along Sale, the “Drag-Along Sellers maySellers”) to participate, at their option, require each other OZ Limited Partner agree and take such actions reasonably necessary to sell its in such Drag-Along Securities Sale, on the same price (such price per share, calculated on an As-Converted Basis as necessary, the “Drag-Along Purchase Price”), consideration, terms and conditions as the SL Shareholder and in the manner set forth in this Section 3.1, all of the Series B Preferred Shares, Underlying Shares that have been issued to such Dragged-Along Seller upon conversion of Series B Preferred Shares and Acquired Ordinary Shares, in each case, then held by the Dragged-Along Sellers (such shares, in respect of each Dragged Along-Seller, the “Dragged-Along Shares”); provided, that if the Drag-Along Sale is consummated prior to the fifth (5th) anniversary of the Preferred Closing, the SL Shareholder shall only be entitled to exercise its rights set forth in this Article III if the SL Shareholder or its Affiliates pays, or causes to be paid, substantially concurrently with the completion of the Drag-Along Sale, (i) to the Initial Investor Holder, the Initial Investor Holder Top-Up Payment and (ii) to any Other Dragged-Along Seller, the Other Dragged-Along Seller Top-Up Payment. The Drag-Along Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) days prior to the consummation of such Drag-Along Sale setting forth (i) the number and type of each class of Capital Stock of the Company proposed to be transferred, (ii) the consideration to be received for such securities, (iii) the identity of the other Person(s) party to the Drag-Along Purchaser by giving written notice Sale, (the “Notice”iv) to such other OZ Limited Partners not later than ten Business Days prior to the consummation a detailed summary of the Drag-Along Sale (the “Drag-Along Right”); provided, however, that if the Drag Along Right is exercised by the Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale, (v) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not be less than fifteen (15) days after the delivery of such notice) and (vi) any action or actions required of the Dragged-Along Sellers in connection with the Drag-Along Sale. Section 3.2. Upon delivery of a valid Drag-Along Sale Notice in accordance with this Article III, each Dragged-Along Seller shall be required to participate in a Drag-Along Sale provided that: (a) to the extent available to the SL Shareholder, a copy of the draft definitive agreement (along with drafts of any material ancillary transaction documents) with respect to the Drag-Along Sale is delivered to such Dragged-Along Seller at least five (5) days prior to the consummation of such Drag-Along Sale; (b) Within five Business Days following the date of the Notice, the Dragconsideration to be received by each Dragged-Along Sellers shall have delivered to them Seller will be cash or Publicly Traded Securities; (c) the consideration provided by the other OZ Limited Partners their DragDrag Transferee to each Dragged-Along Securities together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to Seller is the terms same form(s) as the consideration that will be paid in respect of the Drag-Along Sale (and where the Drag-Along Sale will involve the payment of both cash and Publicly Traded Securities, in as near as practicable the same proportion as between those forms); (d) each Dragged-Along Seller shall only be required to give representations and warranties to the Drag Transferee as to (i) the ownership of, and title to its Dragged-Along Shares and its capacity to transfer its Dragged-Along Shares or (ii) ownership, conflicts, capacity/authority and no consents (clauses (i) and (ii) together, the “Specified Reps”) on the same basis as the Drag-Along Sellers, and shall not be required to give any indemnities, covenants or undertakings in relation to the Company or its Subsidiaries; (e) each Dragged-Along Seller shall be entitled to receive, and shall bear, its pro rata portion (based on the relative amount and type of Capital Stock of the Company sold in such Drag-Along Sale) of any customary deferred consideration, earnout, holdback or escrow payments (including customary completion accounts or no leakage closing adjustments) relating to such Drag-Along Sale transaction; (f) the aggregate amount of liability of each Dragged-Along Seller shall not exceed the proceeds received by such Dragged-Along Seller in such Drag-Along Sale (except with respect to claims related to fraud by such Dragged-Along Seller); (g) subject to Section 3.2(d), if and to the extent the Dragged-Along Seller is subject to indemnification obligations, all indemnification obligations shall be on a several and not joint basis to the Drag-Along Sellers pro rata (based on the amount of consideration received by each Drag-Along Seller in the Drag-Along Sale transaction); and (h) no Dragged-Along Seller shall be responsible for any indemnification obligations and/or liabilities (except through escrow or hold back arrangements established to cover representations, warranties and covenants of the Company as well as a breach by any Drag-Along Seller of any identical representations, warranties and covenants provided by all Drag-Along Sellers) for (A) breaches or inaccuracies of representations and warranties made with respect to any other transfer instruments Drag-Along Seller’s representations and warranties and/or (B) breaches of any covenant specifically relating to any other Drag-Along Sellers. Section 3.3. In connection with a Drag-Along Sale, at the request of the SL Shareholder, each Drag-Along Seller shall, subject to the limitations set forth in Section 3.2, take or cause to be taken all such actions as the SL Shareholder deem to be reasonably necessary or desirable in order to consummate expeditiously a Drag-Along Sale, including (i) voting (whether in person or by written consent) in favor of such Drag-Along Sale, (ii) executing, acknowledging and delivering consents, assignments, releases, waivers and other documents or instruments, (iii) filing applications, reports, returns, filings and other documents or instruments with governmental authorities, (iv) appointing a stockholder representative with respect to matters affecting the Drag-Along Sellers under the applicable definitive transaction agreements following consummation of such Drag-Along Sale, and (v) otherwise cooperating with the SL Shareholder and the proposed transferee, in each case, to the same extent as the SL Shareholder. In the event the consideration to be paid in a Drag-Along Sale includes any securities, the SL Shareholder may receive voting, governance and other similar rights that are reasonably requested not provided to any Dragged-Along Seller, and no Dragged-Along Seller shall be entitled to receive any such rights. Section 3.4. Notwithstanding the delivery of any Drag-Along Sale Notice but subject always to Section 3.2, all determinations as to whether to complete any Drag-Along Sale and as to the timing, manner, price and other terms and conditions of any such Drag-Along Sale shall be at the sole discretion of the SL Shareholder, and none of the SL Shareholder, its Affiliates and their respective Representatives shall have any liability to any Dragged-Along Seller arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Drag-Along Sale except to the extent the SL Shareholder failed to comply with the provisions of this Article III. Section 3.5. All reasonable and documented out-of-pocket costs and expenses incurred by the Drag-Along Seller, in each case, in connection with such Drag-Along Sale shall be allocated and borne on a pro rata basis by the Drag-Along Sellers in order to effect accordance with the amount of consideration otherwise received by such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary Drag-Along Sellers in this Section 8.6, it shall participate in a “such Drag-Along Sale” (as defined in . For the DIC Sahir Transaction Agreement) in accordance withavoidance of doubt, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “it is understood that this Section 3.5 shall not prevent any Drag-Along Rights” Sale to be structured in a manner such that some or all of such costs and expenses result in a pro rata reduction in the consideration received by the Drag-Along Sellers in such Drag-Along Sale. Section 3.6. For the avoidance of doubt, for purposes of this Article III (including when determining the Drag Proceeds, Initial Investor Holder Top-Up Payment, Other Dragged-Along Seller Cost Base, Other Dragged-Along Seller Drag Proceeds or Other Dragged-Along Seller Drag Proceeds), the number of Dragged-Along Shares that are Acquired Preferred Shares as if it were compared to PIK Shares shall be calculated on a party theretopro rata basis. Section 3.7. Without prejudice to any liability or damages resulting from any breach prior to such termination, this Article III automatically terminates without any further action upon the consummation of a Change of Control.

Drag-Along Rights. 9.1.1 If, at any time prior to the earlier of a Qualified IPO or Change of Control, the Apollo Group (acollectively, the “Drag-Along Sellers”) Prior proposes a sale of Units then held by them to any Independent Third Party (a “Drag-Along Transferee”) consisting of at least 4,358,450 Class A Units in a transaction or series of related transactions (including pursuant to a purchase of Units, tender offer, merger or other business combination transaction or otherwise) (a “Drag-Along Sale”), the Drag-Along Sellers may elect to require all other Partners (individually a “Dragged Seller” and collectively, the “Dragged Sellers”) to sell their Units in the Drag-Along Sale pursuant to this Section 9.1 (the “Drag-Along Right”). At least twenty (20) days prior to the consummation of a proposed any such Drag-Along Sale, the Drag-Along Sellers may, at shall provide written notice of their option, require each other OZ Limited Partner intention to sell its Drag-Along Securities to exercise the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior Right to the consummation of the Drag-Along Sale Dragged Sellers (the “Drag-Along RightNotice”); provided, however, that if the Drag Along Right is exercised by the . The Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of set forth in reasonable detail the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale, including (i) the number of Units that would be Transferred by the Drag-Along Sellers, (ii) the price to be paid for each class of Unit that would be Transferred (calculated in accordance with Section 9.1.3), (iii) all other material terms of the proposed Drag-Along Sale, and (iv) notice that the Drag-Along Sellers are electing to exercise the Drag-Along Right. 9.1.2 In the event the Drag-Along Sellers elect to exercise the Drag-Along Right, each Dragged Seller shall participate in the Drag-Along Sale by selling a number of Units equal to the product obtained by multiplying (bi) Within five Business Days following the number of Units (regardless of whether such Units are Vested Units or Unvested Units, but excluding any Units not subject to the Drag-Along Right pursuant to the final sentence of this Section 9.1.2) owned by such Dragged Seller on the date of the NoticeDrag-Along Sale by (ii) a fraction, the numerator of which is equal to the number of Units proposed to be sold by the Drag-Along Sellers and the denominator of which is the aggregate number of Units owned by the Drag-Along Sellers prior to such sale (the “Drag-Along Participation Percentage”). Notwithstanding the foregoing, the Management Limited Partners shall only sell in a Drag-Along Sale Vested Units and if a Management Limited Partner owns fewer Vested Units than its Drag-Along Participation Percentage, then the number of Units to be sold by such Management Limited Partner in such Drag-Along Sale shall be reduced to the number of Vested Units owned by such Management Limited Partner. Notwithstanding any other provision of this Section 9.1, in no event shall any Class B Units be subject to the Drag-Along Right unless (x) the value to be provided to a Class B Unit in the Drag-Along Sale is equal to the value to be provided to a Class A Unit in the Drag-Along Sale, (y) the Drag-Along Sellers are selling all of their Units in the Partnership in the Drag-Along Sale or (z) the Drag-Along Sellers are selling their Units in a transaction that constitutes a Change of Control. 9.1.3 The price to be paid to each Dragged Seller for each Unit in a Drag-Along Sale shall equal the consideration for such Unit that such Dragged Seller would have been entitled to receive if all of the Partnership’s assets were sold for their Fair Market Value immediately prior to such Drag-Along Sale and the proceeds of such sale were distributed to the Partners in accordance with Section 4.1.1 as determined by the General Partner in good faith. 9.1.4 The Transfer of Units to the Drag-Along Transferee by the Drag-Along Sellers and the Dragged Seller pursuant to this Section 9.1 shall be consummated simultaneously. The delivery by each selling Partner of a limited partnership interest power or such other instrument of Transfer reasonably acceptable to the Drag-Along Transferee shall be made at the time such Drag-Along Sale is consummated against payment of the purchase price for such Units. To the extent that the Partners (or any successors thereto) are to provide any indemnification or otherwise assume any other post-closing liabilities in connection with any Drag-Along Sale, the Drag-Along Sellers and all other Partners selling Units in a transaction under this Section 9.1 shall have delivered do so on a pro rata basis in an amount not to exceed the proceeds received by them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing individually in such Drag-Along Sellers Sale. Any such indemnification and/or assumption of liabilities shall be several and not joint and several in nature with respect to sell a Dragged Seller. Furthermore, each selling Partner shall be required to give customary representations and warranties, including title to Interests conveyed, legal authority, and non-contravention of other agreements to which it is a party. Each selling Partner shall be required to enter into any instrument, undertaking or obligation necessary or reasonably requested and deliver all documents necessary or reasonably requested in connection with such other OZ Limited Partner’s Drag-Along Securities Sale (as specified in the Drag-Along Notice) in connection with this Section 9.1. 9.1.5 If, at any time prior to the earlier of a Qualified IPO and Change of Control, the Apollo Group proposes a sale of any of the equity of a Parent Issuer then held by the Apollo Group to any Independent Third Party in a transaction or series of related transactions (including, without limitation, pursuant to a purchase of Units, tender offer, merger or other business combination transaction or otherwise) that would otherwise qualify as a Drag-Along Sale were the terms transaction a sale of Units, the General Partner may elect to require all other Partners to sell their Units in the Drag-Along Sale pursuant to this Section 9.1 in an equivalent amount and such other transfer instruments and other documents at an equivalent price as are reasonably requested by if the Drag-Along Sellers in order proposed to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything sell the number of Units that indirectly correspond to the contrary in this Section 8.6, it shall participate in a “equity of the Parent Issuer so proposed to be sold and the Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Sellers had elected its Drag-Along Rights” as if it were a party theretoRight pursuant to this Section 9.1.

Drag-Along Rights. (a) Prior If, at any time prior to the consummation of the earlier to occur of a proposed Drag-Along Company Sale or a Qualified Public Offering, the holders of a majority of the outstanding Units or Sciens or Blackstone upon the exercise of their rights under Section 6.5 (the “Initiating Sellers”), should desire to consummate a Company Sale, the Drag-Along Initiating Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation all of the Drag-Along Sale other holders of Units (the “Drag-Along RightSellers”); , provided, however, that if the Drag Along Right is exercised by unless the Drag-Along SellersSale is pursuant to the exercise of rights under Section 6.5, all OZ Limited Partners shall sell their Blackstone and the Investors will not be required to be Drag-Along Securities Sellers and to the extent that such Members do not wish to participate in such transaction shall not be included in the definition of “Drag-Along Purchaser on Sellers” during the same terms and conditions, including Blackstone Ownership Period unless in such transaction the class Blackstone Minimum Sale Conditions would be satisfied) to participate in such Company Sale to the extent desired by the Third Party (a “Drag-Along Sale”). The Initiating Sellers shall provide written notice (a “Drag-Along Notice”) of security, the consideration per Company Security and the date of sale, as applicable such Drag-Along Sale to the Drag-Along Sellers. The Drag-Along Notice shall contain written notice identify the purchaser, the number of the exercise of Units subject to the Drag-Along Right pursuant to this Section 8.6Sale, setting forth the consideration to price per Unit (which shall be paid in cash and/or marketable securities only) being offered by the Third Party (the “Drag-Along Purchaser Sale Price”) and the all other material terms and conditions of the proposed Drag-Along Sale. Each Drag-Along Seller shall be required, as set forth below, to tender such number of Units as constitutes its Drag-Along Pro Rata Portion. “Drag-Along Pro Rata Portion” means, with respect, to each Drag-Along Seller at the time of the Drag-Along Sale. , a number equal to the product of (bx) the total number of Units then owned by such Drag-Along Seller and (y) a fraction, the numerator of which shall be the total number of Units proposed to be sold by the Initiating Sellers, and the denominator of which shall be the total number of Units owned by the Initiating Sellers. Within five Business Days ten days following the date of the Drag-Along Notice, each of the Drag-Along Sellers shall have delivered deliver to them by a representative of the other OZ Limited Partners their Initiating Sellers designated in the Drag-Along Securities together with a limited power-of-attorney authorizing Notice certificates representing the Units held by such Drag-Along Sellers Seller, duly endorsed, together with all other documents required to sell be executed in connection with such other OZ Limited Partner’s Drag-Along Securities pursuant to Sale. In the terms of the event that a Drag-Along Sale Seller should fail to deliver such certificates to the Initiating Sellers, the Company shall cause the books and records of the Company to show that such other Units are bound by the provisions of this Section 6.4.4 and that such Units shall be-transferred to the Third Party immediately upon surrender for transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect Seller of such saleUnits. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. (a) Prior If SPG and/or any of its Affiliate Transferee(s) (the “Drag-Along Sellers”) propose to transfer to a Person that is not an Affiliate of the consummation Drag-Along Sellers (the “Drag-Along Transferee”) either the lesser of (i) all of the Drag-Along Sellers Stock or (ii) a proposed majority of the Stock then outstanding (a “Drag-Along Sale, ”) the Drag-Along Sellers may, at their option, require each other OZ Limited Partner Stockholder (the “Other Stockholders”) to sell its transfer all of the Stock (“Drag-Along Securities to the Rights”) then held by such Other Stockholders. (b) The Drag-Along Purchaser by giving Sellers shall provide written notice (the “Notice”) to of such other OZ Limited Partners not later than ten Business Days prior to the consummation of the Drag-Along Sale to the Other Stockholders (a “Drag-Along Sale Notice”) not later than twenty (20) days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the transferee, the consideration for which a transfer is proposed to be made (the “Drag-Along RightSale Price”); provided, however, that if the Drag Along Right is exercised by the Drag-Along Sellers, ) and all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale. . Each Other 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 of its shares of Stock as set forth below. The price payable in such transfer shall be the Drag-Along Sale Price. Not later than twenty (b20) Within five Business Days following days after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Other Stockholders shall deliver to a representative of the Drag-Along Stockholders designated in the Drag-Along Sale Notice a limited power-of-attorney or such other documents as may be reasonably required to authorize the Drag-Along Sellers or such representative to transfer such Stock on the terms set forth in the Drag-Along Notice together with wire transfer instructions for payment of the cash portion of the consideration to be received in such Drag-Along Sale. (c) The Drag Along Sellers shall have a period of one hundred twenty (120) days from the date of receipt of the Drag Along Sale Notice to consummate the Drag Along Sale on the terms and conditions set forth in such Drag Along Sale Notice. If the Drag Along Sale shall not have been consummated during such period, the Drag Along Sellers shall return to each of the Other Stockholders the limited powers of attorney and all other applicable instruments representing the Stock that such Other Stockholders delivered for transfer pursuant hereto, together with any other documents in the possession of the Drag Along Sellers executed by the Other Stockholders in connection with such proposed transfer, and all the restrictions on transfer contained in this Agreement or otherwise applicable at such time with respect to such Stock owned by the Other Stockholders shall again be in effect. (d) Concurrently with the consummation of the transfer of shares of Stock pursuant to this Section 7.4, the Drag-Along Sellers shall give written notice thereof to the Other Stockholders, shall remit to each of the Other Stockholders that have delivered surrendered the applicable instruments the total consideration (the cash portion of which is to them be paid by wire transfer in accordance with such Other Stockholder’s wire transfer instructions) for the shares of Stock transferred pursuant hereto and shall furnish such other OZ Limited Partners their evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by such Other Stockholders; provided, however, that, notwithstanding the foregoing and anything in this Agreement to the contrary, it is agreed and understood that the aggregate proceeds from a Drag-Along Securities together with Sale shall be distributed to the Stockholders participating in such sale on a limited power-of-attorney authorizing such pro rata basis. (e) Notwithstanding anything contained in this Section 7.4 to the contrary, there shall be no liability on the part of the Drag-Along Sellers to sell such the Other Stockholders (other OZ Limited Partner’s Dragthan the obligation to return the limited powers-Along Securities pursuant to of-attorney and other applicable instruments representing the terms shares of Stock received by the Drag-Along Sellers) if the transfer of the shares of Stock is not consummated for whatever reason, regardless of whether the Drag-Along Sellers have delivered a Drag-Along Sale and such other Notice. Whether to effect a transfer instruments and other documents as are reasonably requested of the shares of Stock by the Drag-Along Sellers is in order to effect such salethe sole and absolute discretion of the Drag-Along Sellers. (cf) Each OZ Limited Partner agrees that, notwithstanding Notwithstanding anything to the contrary contained in this Section 8.67.4 to the contrary, it shall the rights and obligations of Stockholders to participate in a “Drag-Along Sale” Sale are subject to the following conditions: (as defined i) each Stockholder shall be obligated to pay only its pro rata share of expenses incurred in the DIC Sahir Transaction Agreement) in accordance with, and connection with a consummated Drag-Along Sale to the extent such expenses are incurred for the benefit of all Stockholders and are not otherwise paid by the Company or another Person; (ii) each Stockholder shall (1) make such representations, warranties and covenants and enter into such definitive agreements as are reasonably required by, the provisions in the DIC Sahir Transaction Agreement relating proposed transfer and as are customary for transactions of the nature of the proposed transfer, provided that if the Stockholders are required to “Drag-Along Rights” provide any representations or indemnities in connection with such transfer (other than representations or indemnities concerning each Stockholder’s title to the shares of Stock and authority, power and right to enter into and consummate the transfer without contravention of any law or agreement), liability for misrepresentation or indemnity shall (as if it were a party theretoto such Stockholders) be several but not joint and each Stockholder shall not be liable for more than its pro rata share of any liability for misrepresentation or indemnity, and (2) be required to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price.

Drag-Along Rights. (a) Prior If, at any time prior to the consummation of the earlier to occur of a proposed Drag-Along Company Sale or a Qualified Public Offering, the holders of a majority of the outstanding voting Units or Sciens upon the exercise of its rights under Section 6.5 (the “Initiating Sellers”), should desire to consummate a Company Sale, the Drag-Along Initiating Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation all of the Drag-Along Sale other holders of Units (the “Drag-Along Right”); provided, however, that if Sellers” to participate in such Company Sale to the Drag Along Right is exercised extent desired by the Third Party (a “Drag-Along Sellers, all OZ Limited Partners Sale”). The Initiating Sellers shall sell their provide written notice (a “Drag-Along Securities to the Notice”) of such Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable Sale to the Drag-Along Sellers. The Drag-Along Notice shall contain written notice identify the purchaser, the number of the exercise of Units subject to the Drag-Along Right pursuant to this Section 8.6Sale, setting forth the consideration to price per Unit (which shall be paid in cash and/or marketable securities only) being offered by the Third Party (the “Drag-Along Purchaser Sale Price”) and the all other material terms and conditions of the proposed Drag-Along Sale. Each Drag-Along Seller shall be required, as set forth below, to tender such number of Units as constitutes its Drag-Along Pro Rata Portion. “Drag-Along Pro Rata Portion” means, with respect to each Drag-Along Seller at the time of the Drag-Along Sale. , a number equal to the product of (bx) the total number of Units then owned by such Drag-Along Seller and (y) a fraction, the numerator of which shall be the total number of Units proposed to be sold by the Initiating Sellers, and the denominator of which shall be the total number of Units owned by the Initiating Sellers. Within five Business Days ten days following the date of the Drag-Along Notice, each of the Drag-Along Sellers shall have delivered deliver to them by a representative of the other OZ Limited Partners their Initiating Sellers designated in the Drag-Along Securities together with a limited power-of-attorney authorizing Notice certificates representing the Units held by such Drag-Along Sellers Seller, duly endorsed, together with all other documents required to sell be executed in connection with such other OZ Limited Partner’s Drag-Along Securities pursuant to Sale. In the terms of the event that a Drag-Along Sale Seller should fail to deliver such certificates to the Initiating Sellers, the Company shall cause the books and records of the Company to show that such other Units are bound by the provisions of this Section 6.4.4 and that such Units shall be transferred to the Third Party immediately upon surrender for transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect Seller of such saleUnits. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. If Stockholders of Parent (athe “Selling Stockholders”) Prior holding a Stockholder Majority (as defined below) propose to sell all their shares of Parent Common Stock to any unaffiliated or unrelated person in an arm’s length transaction then the Selling Stockholders may elect to require (a “Drag-Along Right”) that Seller sell all of his shares of the Parent Common Stock in such sale transaction(s) for the same price per share as the Selling Stockholders (a “Drag-Along Transaction”). If the Selling Stockholders desire to exercise such Drag-Along Right, they shall give written notice to the consummation Seller of a the proposed Drag-Along Sale, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities Transaction giving rise to the Drag-Along Purchaser by giving written notice Right at least twenty (the “Notice”20) to such other OZ Limited Partners not later than ten Business Days days prior to the consummation of the thereof (a “Drag-Along Sale Notice”). The Drag-Along Notice shall set forth the principal terms of such proposed transaction including the amount of Parent Common Stock to be sold by the Selling Stockholders, the price per shares to be paid, the name and address of the prospective buyer and any other material terms and conditions (in reasonable detail) pertaining to such proposed transfer, including without limitation, the proposed closing date (the “Drag-Along RightTerms”); provided, however, that if . If the Drag Along Right Selling Stockholders consummate the proposed transaction to which reference is exercised by made in the Drag-Along SellersNotice, the Seller shall be bound and obligated to sell all OZ Limited Partners shall sell their Drag-Along Securities to of his Parent Common Stock in the Drag-Along Purchaser proposed transaction on the same terms and conditions, including conditions as the class of securitySelling Stockholders. If properly exercised, the consideration per Company Security and the date of sale, as applicable Seller is hereby deemed to have consented to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Saletransaction. (b) Within five Business Days following the date of the Notice, the Drag-Along Sellers shall have delivered to them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. (a) Prior to the consummation of a proposed Drag-Along Sale, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Drag- Along Securities to the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the Drag-Along Sale (the “Drag-Along Right”); provided, however, that if the Drag Along Right is exercised by the Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale. (b) Within five Business Days following the date of the Notice, the Drag-Along Sellers shall have delivered to them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. (a) Prior Subject to Section 4.5(h), an Initiating Drag-Along Seller shall be entitled to give, or direct the Company to give and the Company shall so promptly give, written notice (a “Drag-Along Sale Notice”) to the consummation other Stockholders that such Initiating Drag-Along Seller or the Company has entered into a Qualified Sale Transaction (a “Drag-Along Sale”), and that such Initiating Drag-Along Seller is requiring the other Stockholders (all Stockholders participating in a Drag-Along Sale pursuant to this Section 4.5, the “Dragged-Along Sellers,” and together with the Initiating Drag-Along Seller and all other Persons (other than any Affiliates of the Initiating Drag-Along Seller) who otherwise are transferring, have a proposed contractual obligation to transfer, or have exercised a contractual or other right to transfer, DTI Securities in connection with such Drag-Along Sale, the “Drag-Along Sellers maySellers”) to participate, at their option, require each other OZ Limited Partner agree and take such actions reasonably necessary to sell its in such Drag-Along Sale, on the same price per share equivalent of DTI Common Stock, consideration, terms and conditions as the Initiating Drag-Along Seller and in the manner set forth in this Section 4.5, a number of DTI Securities held by such Dragged-Along Seller determined by multiplying (A) the number of DTI Securities held by such Dragged-Along Seller at the time the Drag-Along Sale Notice for such Drag-Along Sale is given by (B) a fraction, expressed as a percentage, the numerator of which is the number of DTI Securities to be transferred by the Initiating Drag-Along Seller and its Permitted Transferees in such Drag-Along Sale and the denominator of which is the total number of DTI Securities held at such time by the Initiating Drag-Along Seller and its Permitted Transferees (such fraction, the “Drag-Along Sale Percentage”), subject to adjustment pursuant to the Drag-Along Purchaser Sale Priority as contemplated in Section 4.5(c). The Drag-Along Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) days prior to each of the consummation of such Drag-Along Sale and the delivery of a Drag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration to be received for such DTI Securities, including any Additional Consideration received, (iii) the identity of the other Person(s) party to the Drag-Along Sale, (iv) a detailed summary of all material terms and conditions of the proposed transfer, (v) the Drag-Along Sale Percentage, (vi) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not be less than fifteen (15) days after the delivery of such notice) and (vii) any action or actions required of the Dragged-Along Sellers in connection with the Drag-Along Sale. In the event that any MD Related Party directly or indirectly receives any Additional Consideration in connection with any Drag-Along Sale, the value of such Additional Consideration (as reasonably determined by giving written notice the Board, subject to the consent of the SLP Stockholders, not to be unreasonably withheld, conditioned or delayed) shall be deemed to have been part of the consideration paid or payable to the MD Stockholders in respect of their DTI Securities in such Drag-Along Sale transaction and shall be reflected in the amount offered by the proposed transferee set forth in the applicable Drag-Along Sale Notice. In the event that more than one MD Stockholder and/or more than one SLP Stockholder is the Initiating Drag-Along Seller, then all such transferring MD Stockholders and/or SLP Stockholders, as the case may be, shall be treated as the Initiating Drag-Along Seller, and the DTI Securities held and to be transferred by such MD Stockholders and/or SLP Stockholders, as the case may be, shall be aggregated as set forth in Section 9.16, including for purposes of calculating the applicable Drag-Along Sale Percentage. Notwithstanding anything in this Section 4.5 to the contrary, but subject to Section 4.5(c), if the MD Stockholders and the MSD Partners Stockholders are transferring some, but not all of their DTI Common Stock or vested in-the-money Company Stock Options in any Drag-Along Sale, each of the other Stockholders shall be entitled to transfer the same proportion of DTI Common Stock held by it as the proportion, in the aggregate, of the MD Stockholders’ and the MSD Partners Stockholders’ DTI Common Stock and vested in-the-money Company Stock Options (relative to the MD Stockholders’ and the MSD Partners Stockholders’ total number of such DTI Securities) that are being sold by the MD Stockholders and the MSD Partners Stockholders in such Drag-Along Sale. For the avoidance of doubt, no DTI Securities that are subject to any vesting or similar condition may be transferred prior to such time as such DTI Securities have fully vested; provided, that it is understood that if such DTI Securities vest in connection with such Drag-Along Sale, such DTI Securities shall be required to be transferred in connection therewith in accordance with this Section 4.5. (b) Upon delivery of a Drag-Along Sale Notice, all Dragged-Along Sellers participating in a Drag-Along Sale pursuant to this Section 4.5 shall be required to agree to make the same representations, warranties, covenants, indemnities and agreements as the applicable Initiating Drag-Along Seller and all other Drag-Along Sellers in such Drag-Along Sale (and shall be subject to the same escrow or other holdback arrangements as such Persons so long as such escrows or other holdbacks are proportionately based on the amount of consideration received for the sale of DTI Securities in such Drag-Along Sale transaction); provided, that: (i) each Dragged-Along Seller shall be entitled to receive its pro rata portion (based on the relative amount (and taking into account the per share equivalent of DTI Common Stock) of DTI Securities sold in such Drag-Along Sale transaction) of any deferred consideration or indemnification payments relating to such Drag-Along Sale transaction (provided, however, that, with respect to any unexercised Company Stock Options proposed to be transferred in such Drag-Along Sale by any Drag-Along Seller, the per share consideration in respect thereof shall be reduced by the exercise price of such options or, if required pursuant to the terms of such options or such Drag-Along Sale, such Drag-Along Seller must exercise the relevant option and transfer the relevant shares of DTI Common Stock (rather than the option) (in each case, net of any amounts required to be withheld by the Company in connection with such exercise)); (ii) the aggregate amount of liability of each Dragged-Along Seller shall not exceed the proceeds received by such Dragged-Along Seller in such Drag-Along Sale; (iii) all indemnification obligations (other than with respect to the matters referenced in Section 4.5(b)(iv)) shall be on a several and not joint basis to the Drag-Along Sellers pro rata (based on the amount of consideration received by each Drag-Along Seller in the Drag-Along Sale transaction); (iv) no Dragged-Along Seller shall be responsible for any indemnification obligations and/or liabilities (including through escrow or hold back arrangements) for (A) breaches or inaccuracies of representations and warranties made with respect to any other Drag-Along Seller’s (1) ownership of and title to equity securities, (2) organization and authority or (3) conflicts and consents and any other matter concerning such other Person and/or (B) breaches of any covenant specifically relating to any other Drag-Along Sellers; and (v) no Dragged-Along Seller shall be required in connection with such Drag-Along Sale transaction to agree to (A) any employee, customer or other non-solicitation, no-hire or other similar provision, (B) any non-competition or similar restrictive covenant and/or (C) any term that purports to bind any portfolio company or investment of any a Dragged-Along Seller or any of their respective Affiliates. (c) Notwithstanding anything in this Section 4.5 to the contrary, (i) if a Drag-Along Sale is structured or otherwise effected (A) such that less than 100% of the DTI Securities are being transferred or (B) as a sale of less than all of the assets of the DTI Group (as defined in the Company’s Fourth Amended and Restated Certificate of Incorporation), each Stockholder (other than any MD Stockholder) shall have the option of selling in such Drag-Along Sale 100% of the equity securities of the Company, Dell and their respective Subsidiaries held by such Stockholder (excluding any shares of Class V Stock) on the same terms and conditions as applicable to other DTI Securities being sold in such Drag-Along Sale (such right, the “NoticeDrag-Along Sale Priority”) and (ii) in the event that in connection with a Drag-Along Sale, MD, the MD Stockholders, the MSD Partners Stockholders or their Permitted Transferees, Affiliates or family members that beneficially own DTI Securities, roll over or exchange (or are entitled to roll over or exchange) all or a portion of such DTI Securities in such Drag-Along Sale, they shall only be permitted to do so if the other OZ Limited Partners Stockholders are permitted, but not later required, to roll over a pro rata portion of their DTI Securities at the same price per DTI Security and with the same rights and preferences related thereto (other than ten Business Days prior differences in governance rights attributable to the consummation size of such Person’s post-Drag-Along Sale ownership). (d) In connection with a Drag-Along Sale, at the request of the Initiating Drag-Along Seller or the Company (at the direction of the Initiating Drag-Along Seller), each Drag-Along Seller shall, subject to the limitations set forth in Section 4.5(b): (i) (A) sign a written resolution voting all of such Dragged-Along Seller’s voting DTI Securities in favor of such Drag-Along Sale (if such a vote is required) or (B) at the Company’s annual meeting of stockholders or at any other meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, in each case to the extent that such Dragged-Along Seller’s DTI Securities are entitled to vote thereon, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, (x) appear at each meeting of stockholders or otherwise cause all of the voting DTI Securities beneficially owned by such Dragged-Along Seller as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and (y) vote (or cause to be voted), in person or by proxy, all of such Dragged-Along Seller’s voting DTI Securities as of the applicable record date in favor of such Drag-Along Sale (if such a vote is required); and (ii) take or cause to be taken all such actions as are reasonably required or necessary in order to facilitate and consummate expeditiously such Drag-Along Sale pursuant to this Section 4.5, including (A) executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments and (B) filing applications, reports, returns, filings and other documents or instruments with governmental authorities. (e) Notwithstanding the delivery of any Drag-Along Sale Notice, all determinations as to whether to complete any Drag-Along Sale and as to the timing, manner, price and, subject to Section 4.5(b)(i) through (v), other terms and conditions of any such Drag-Along Sale shall be at the sole discretion of the Initiating Drag-Along Seller, and none of the Initiating Drag-Along Seller, its Affiliates and their respective Representatives shall have any liability to any Dragged-Along Seller arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Drag-Along Sale except to the extent such Initiating Drag-Along Seller failed to comply with the provisions of this Section 4.5; provided, that (i) if the Initiating Drag-Along Seller agrees to amend, restate, modify or supplement the terms and/or conditions of the Drag-Along Sale (the “Drag-Along Right”); provided, however, after such time that if the Drag Along Right is exercised by the Drag-Along SellersSale Notice has been delivered to the Dragged-Along Sellers in accordance with the terms of this Section 4.5, all OZ Limited Partners shall sell their the Initiating Drag-Along Securities Seller shall promptly notify the Company and cause to the be delivered to each Dragged-Along Seller a revised Drag-Along Purchaser on Sale Notice containing all of the same terms and conditions, including the class items required of security, the consideration per Company Security and the date of sale, as applicable to the a Drag-Along Sellers. The Sale Notice shall contain written notice as set forth in Section 4.5(a) at least fifteen (15) days prior to the consummation of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the such Drag-Along Sale. (bf) Within five Business Days following All reasonable and documented out-of-pocket costs and expenses incurred by the date Company, its Subsidiaries and/or any of the Notice, the Sponsor Stockholders and their Permitted Transferees in connection with a Drag-Along Sellers Sale shall have delivered to them either be (i) borne in full by the other OZ Limited Partners their Company or (ii) allocated and borne on a pro rata basis by each Drag-Along Securities together Seller in accordance with a limited powerthe amount of consideration otherwise received by each Drag-of-attorney authorizing Along Seller in such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to Sale. For the terms avoidance of the doubt, it is understood that this Section 4.5(f) shall not prevent any Drag-Along Sale to be structured in a manner such that some or all of the such costs and such other transfer instruments and other documents as are reasonably requested expenses result in a pro rata reduction in the consideration received by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” . (as defined in g) Notwithstanding anything herein to the DIC Sahir Transaction Agreementcontrary, if the Initiating Drag-Along Seller has not completed the proposed Drag-Along Sale within one hundred eighty (180) days following delivery of the Drag-Along Sale Notice in accordance with this Section 4.5, then such Drag-Along Sale Notice shall be null and void, each Dragged-Along Seller shall be released from its obligations under such Drag-Along Sale Notice and it shall be necessary for a separate Drag-Along Sale Notice to be furnished by the Initiating Drag-Along Seller, and the other terms and provisions of this Section 4.5 separately complied with, in order to consummate such Drag-Along Sale pursuant to this Section 4.5; provided, that if such proposed Drag-Along Sale is subject to, and conditioned on, one or more prior regulatory approvals, then such one hundred eighty (180) day period shall be extended solely to the extent required by, necessary until no later than the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party theretoexpiration of ten (10) days after all such approvals shall have been received. (h) This Section 4.5 automatically terminates without any further action upon an IPO.

Drag-Along Rights. 9.1.1 If, at any time prior to the earlier of a Qualified IPO or Change of Control, the Apollo Group (acollectively, the “Drag-Along Sellers”) Prior proposes a sale of Units then held by them to any Independent Third Party (a “Drag-Along Transferee”) consisting of at least 4,358,450 Class A Units in a transaction or series of related transactions (including pursuant to a purchase of Units, tender offer, merger or other business combination transaction or otherwise) (a “Drag-Along Sale”), the Drag-Along Sellers may elect to require all other Partners (individually a “Dragged Seller” and collectively, the “Dragged Sellers”) to sell their Units in the Drag-Along Sale pursuant to this Section 9.1 (the “Drag-Along Right”). At least twenty (20) days prior to the consummation of a proposed any such Drag-Along Sale, the Drag-Along Sellers may, at shall provide written notice of their option, require each other OZ Limited Partner intention to sell its Drag-Along Securities to exercise the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior Right to the consummation of the Drag-Along Sale Dragged Sellers (the “Drag-Along RightNotice”); provided, however, that if the Drag Along Right is exercised by the . The Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of set forth in reasonable detail the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale, including (i) the number of Units that would be Transferred by the Drag-Along Sellers, (ii) the price to be paid for each class of Unit that would be Transferred (calculated in accordance with Section 9.1.3), (iii) all other material terms of the proposed Drag-Along Sale, and (iv) notice that the Drag-Along Sellers are electing to exercise the Drag-Along Right. 9.1.2 In the event the Drag-Along Sellers elect to exercise the Drag-Along Right, each Dragged Seller shall participate in the Drag-Along Sale by selling a number of Units equal to the product obtained by multiplying (bi) Within five Business Days following the number of Units (regardless of whether such Units are Vested Units or Unvested Units, but excluding any Units not subject to the Drag-Along Right pursuant to the final sentence of this Section 9.1.2) owned by such Dragged Seller on the date of the NoticeDrag-Along Sale by (ii) a fraction, the numerator of which is equal to the number of Units proposed to be sold by the Drag-Along Sellers and the denominator of which is the aggregate number of Units owned by the Drag-Along Sellers prior to such sale (the “Drag-Along Participation Percentage”). Notwithstanding the foregoing, the Management Limited Partners shall only sell in a Drag-Along Sale Vested Units and if a Management Limited Partner owns fewer Vested Units than its Drag-Along Participation Percentage, then the number of Units to be sold by such Management Limited Partner in such Drag-Along Sale shall be reduced to the number of Vested Units owned by such Management Limited Partner. Notwithstanding any other provision of this Section 9.1, in no event shall any Class B Units or Class C Units be subject to the Drag-Along Right unless (x) the value to be provided to a Class B Unit or Class C Unit in the Drag-Along Sale is equal to the value to be provided to a Class A Unit in the Drag-Along Sale, (y) the Drag-Along Sellers are selling all of their Units in the Partnership in the Drag-Along Sale or (z) the Drag-Along Sellers are selling their Units in a transaction that constitutes a Change of Control. 9.1.3 The price to be paid to each Dragged Seller for each Unit in a Drag-Along Sale shall equal the consideration for such Unit that such Dragged Seller would have been entitled to receive if all of the Partnership’s assets were sold for their Fair Market Value immediately prior to such Drag-Along Sale and the proceeds of such sale were distributed to the Partners in accordance with Section 4.1.1 as determined by the General Partner in good faith. 9.1.4 The Transfer of Units to the Drag-Along Transferee by the Drag-Along Sellers and the Dragged Seller pursuant to this Section 9.1 shall be consummated simultaneously. The delivery by each selling Partner of a limited partnership interest power or such other instrument of Transfer reasonably acceptable to the Drag-Along Transferee shall be made at the time such Drag-Along Sale is consummated against payment of the purchase price for such Units. To the extent that the Partners (or any successors thereto) are to provide any indemnification or otherwise assume any other post-closing liabilities in connection with any Drag-Along Sale, the Drag-Along Sellers and all other Partners selling Units in a transaction under this Section 9.1 shall have delivered do so on a pro rata basis in an amount not to exceed the proceeds received by them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing individually in such Drag-Along Sellers Sale. Any such indemnification and/or assumption of liabilities shall be several and not joint and several in nature with respect to sell a Dragged Seller. Furthermore, each selling Partner shall be required to give customary representations and warranties, including title to Interests conveyed, legal authority, and non-contravention of other agreements to which it is a party. Each selling Partner shall be required to enter into any instrument, undertaking or obligation necessary or reasonably requested and deliver all documents necessary or reasonably requested in connection with such other OZ Limited Partner’s Drag-Along Securities Sale (as specified in the Drag-Along Notice) in connection with this Section 9.1. 9.1.5 If, at any time prior to the earlier of a Qualified IPO and Change of Control, the Apollo Group proposes a sale of any of the equity of a Parent Issuer then held by the Apollo Group to any Independent Third Party in a transaction or series of related transactions (including, without limitation, pursuant to a purchase of Units, tender offer, merger or other business combination transaction or otherwise) that would otherwise qualify as a Drag-Along Sale were the terms transaction a sale of Units, the General Partner may elect to require all other Partners to sell their Units in the Drag-Along Sale pursuant to this Section 9.1 in an equivalent amount and such other transfer instruments and other documents at an equivalent price as are reasonably requested by if the Drag-Along Sellers in order proposed to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything sell the number of Units that indirectly correspond to the contrary in this Section 8.6, it shall participate in a “equity of the Parent Issuer so proposed to be sold and the Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Sellers had elected its Drag-Along Rights” as if it were a party theretoRight pursuant to this Section 9.1.

Drag-Along Rights. (a) Prior Subject to Section 3.5(g), an Initiating Drag-Along Seller shall be entitled to give, or direct the Company to give and if so directed by the Initiating Drag-Along Seller the Company shall so promptly give, written notice (a “Drag-Along Sale Notice”) to the consummation Management Stockholders that such Initiating Drag-Along Seller or the Company has entered into one or a series of related transactions (including any merger or consolidation) involving the sale, transfer, exchange or conversion of a proposed majority of the issued and outstanding shares of DTI Common Stock and other debt securities exercisable or exchangeable for, or convertible into DTI Common Stock, or any option, warrant or other right to acquire any DTI Common Stock or such debt securities of the Company to any Person (other than the Company and its Subsidiaries, one or more Affiliates or Permitted Transferees of such Initiating Drag-Along Seller) (a “Drag-Along Sale”), and that such Initiating Drag-Along Seller is requiring the Management Stockholders (all Management Stockholders participating in a Drag-Along Sale pursuant to this Section 3.5, the “Dragged-Along Sellers”, together with the Initiating Drag-Along Seller and all other Persons (other than any Affiliates of the Initiating Drag-Along Seller) who otherwise are transferring, have a contractual obligation to transfer, or have exercised a contractual or other right to transfer, DTI Securities in connection with such Drag-Along Sale, the “Drag-Along Sellers maySellers”) to participate, at their option, require each other OZ Limited Partner agree and take such actions reasonably necessary to sell its in such Drag-Along Sale, on the same price, consideration, terms and conditions as the Initiating Drag-Along Seller and in the manner set forth in this Section 3.5, a number of Transferable Shares held by such Dragged-Along Seller determined by multiplying (A) the number of Transferable Shares held by such Dragged-Along Sellers at the time of the consummation of such Drag-Along Sale, by (B) a fraction, expressed as a percentage, the numerator of which is the number of DTI Securities to be transferred by the Initiating Drag-Along Seller and its Permitted Transferees in such Drag-Along Sale and the denominator of which is the total number of DTI Securities held at such time by the Initiating Drag-Along Seller and its Permitted Transferees (such fraction, the “Drag-Along Sale Percentage”). The Drag-Along Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) days prior to each of the consummation of such Drag-Along Sale and the delivery of a Drag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration to be received for such DTI Securities, (iii) the identity of the other Person(s) party to the Drag-Along Purchaser Sale, (iv) a detailed summary of all material terms and conditions of the proposed transfer, (v) the Drag-Along Sale Percentage, (vi) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not be less than fifteen (15) days after the delivery of such notice) and (vii) any action or actions required of the Dragged-Along Sellers in connection with the Drag-Along Sale. In the event that more than one MD Stockholder and/or more than one SLP Stockholder is the Initiating Drag-Along Seller, then all such transferring MD Stockholders and/or SLP Stockholders, as the case may be, shall be treated as the Initiating Drag-Along Seller, and the DTI Securities held and to be transferred by giving written notice such MD Stockholders and/or SLP Stockholders, as the case may be, shall be aggregated as set forth in Section 7.15, including for purposes of calculating the applicable Drag-Along Sale Percentage. Notwithstanding anything in this Section 3.5 to the contrary, if the MD Stockholders and MSD Partners Stockholders are transferring some, but not all of their DTI Common Stock or vested in-the-money Company Stock Options in any Drag-Along Sale, each of the Management Stockholders shall be entitled to transfer the same proportion of Transferable Shares held by it as the proportion, in the aggregate, of the MD Stockholders’ and the MSD Partners Stockholders’ DTI Common Stock and vested in-the-money Company Stock Options (relative to the “Notice”MD Stockholders’ and the MSD Partners Stockholders’ total number of such DTI Securities) that are being sold by the MD Stockholders and the MSD Partners Stockholders in such Drag-Along Sale (with each vested in the money Company Stock Option counting as a share of DTI Common Stock for purposes of the foregoing calculation). Notwithstanding anything herein to the contrary, for the avoidance of doubt, no DTI Securities that are subject to any vesting or similar condition may be transferred prior to such time as such DTI Securities have fully vested and become Transferable Shares; provided, that it is understood that if such DTI Securities vest in connection with such Drag-Along Sale and would become Transferable Shares, such Transferable Shares shall be required to be transferred in connection therewith in accordance with this Section 3.5. (b) Upon delivery of a Drag-Along Sale Notice, all Dragged-Along Sellers participating in a Drag-Along Sale pursuant to this Section 3.5 shall be required to agree to make the same representations, warranties, covenants, indemnities and agreements as the applicable Initiating Drag-Along Seller and all other OZ Limited Partners not later than ten Business Days prior Drag-Along Sellers in such Drag-Along Sale (and shall be subject to the consummation same escrow or other holdback arrangements as such Persons so long as such escrows or other holdbacks are proportionately based on the amount of consideration received for the sale of DTI Securities in such Drag-Along Sale transaction); provided, that: (i) each Dragged-Along Seller shall be entitled to receive its pro rata portion (based on the relative amount and type of Transferable Shares sold in such Drag-Along Sale transaction) of any deferred consideration or indemnification payments relating to such Drag-Along Sale transaction (provided, however, that, with respect to any unexercised Company Stock Options proposed to be transferred in such Drag-Along Sale by any Drag-Along Seller, the per share consideration in respect thereof shall be reduced by the exercise price of such options or, if required pursuant to the terms of such options or such Drag-Along Sale, such Drag-Along Seller must exercise the relevant option and transfer the relevant shares of DTI Common Stock (rather than the option) (in each case, net of any amounts required to be withheld by the Company in connection with such exercise)); (ii) the aggregate amount of liability of each Dragged-Along Seller shall not exceed the proceeds received by such Dragged-Along Seller in such Drag-Along Sale; (iii) all indemnification obligations (other than with respect to the matters referenced in Section 3.5(b)(iv)) shall be on a several and not joint basis to the Drag-Along Sellers pro rata (based on the amount of consideration received by each Drag-Along Seller in the Drag-Along Sale transaction); and (iv) no Dragged-Along Seller shall be responsible for any indemnification obligations and/or liabilities (including through escrow or hold back arrangements) for (A) breaches or inaccuracies of representations and warranties made with respect to any other Drag-Along Seller’s (1) ownership of and title to equity securities, (2) organization and authority or (3) conflicts and consents and any other matter concerning such other Drag Along Seller and/or (B) breaches of any covenant specifically relating to any other Drag-Along Sellers. (c) In connection with a Drag-Along Sale, at the request of the Initiating Drag-Along Seller or the Company (at the direction of the Initiating Drag-Along Seller), each Drag-Along Seller shall, subject to the limitations set forth in Section 3.5(b): (i) (A) sign a written resolution voting all of such Dragged-Along Seller’s voting DTI Securities in favor of such Drag-Along Sale (if such a vote is required) or (B) at the Company’s annual meeting of stockholders or at any other meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, in each case to the extent that such Dragged-Along Seller’s DTI Securities are entitled to vote thereon, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, (x) appear at each meeting of stockholders or otherwise cause all of the voting DTI Securities beneficially owned by such Dragged-Along Seller as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and (y) vote (or cause to be voted), in person or by proxy, all of such Dragged-Along Seller’s voting DTI Securities as of the applicable record date in favor of such Drag-Along Sale (if such a vote is required); and (ii) take or cause to be taken all such actions as are reasonably required or necessary in order to facilitate and consummate expeditiously such Drag-Along Sale pursuant to this Section 3.5, including (A) executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments and (B) filing applications, reports, returns, filings and other documents or instruments with governmental authorities. (d) Notwithstanding the delivery of any Drag-Along Sale Notice, all determinations as to whether to complete any Drag-Along Sale and as to the timing, manner, price and, subject to Section 3.5(b)(i) through (iv), other terms and conditions of any such Drag-Along Sale shall be at the sole discretion of the Initiating Drag-Along Seller, and none of the Initiating Drag-Along Seller, its Affiliates and their respective Representatives shall have any liability to any Dragged-Along Seller arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Drag-Along Sale except to the extent such Initiating Drag-Along Seller failed to comply with the provisions of this Section 3.5; provided, that (i) if the Initiating Drag-Along Seller agrees to amend, restate, modify or supplement the terms and/or conditions of the Drag-Along Sale (the “Drag-Along Right”); provided, however, after such time that if the Drag Along Right is exercised by the Drag-Along SellersSale Notice has been delivered to the Dragged-Along Sellers in accordance with the terms of this Section 3.5, all OZ Limited Partners shall sell their the Initiating Drag-Along Securities Seller shall promptly notify the Company and cause to the be delivered to each Dragged-Along Seller a revised Drag-Along Purchaser on Sale Notice containing all of the same terms and conditions, including the class items required of security, the consideration per Company Security and the date of sale, as applicable to the a Drag-Along Sellers. The Sale Notice shall contain written notice as set forth in Section 3.5(a) at least fifteen (15) days prior to the consummation of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the such Drag-Along Sale. (be) Within five Business Days following All reasonable and documented out-of-pocket costs and expenses incurred by the date Company, its Subsidiaries, any of the NoticeSponsor Stockholders and their Permitted Transferees and/or one (1) outside legal counsel acting jointly for the Management Stockholders (which legal counsel shall have been approved in advance by the Sponsor Stockholders), the in each case, in connection with a Drag-Along Sellers Sale shall have delivered to them either be (i) borne in full by the other OZ Limited Partners their Company or (ii) if the Company determines not to bear in full such costs and expenses, allocated and borne on a pro rata basis by each Drag-Along Securities together Seller in accordance with a limited powerthe amount of consideration otherwise received by each Drag-of-attorney authorizing Along Seller in such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to Sale. For the terms avoidance of the doubt, it is understood that this Section 3.5(e) shall not prevent any Drag-Along Sale to be structured in a manner such that some or all of the such costs and such other transfer instruments and other documents as are reasonably requested expenses result in a pro rata reduction in the consideration received by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” . (as defined in f) Notwithstanding anything herein to the DIC Sahir Transaction Agreementcontrary, if the Initiating Drag-Along Seller has not completed the proposed Drag-Along Sale within one hundred eighty (180) days following delivery of the Drag-Along Sale Notice in accordance with this Section 3.5, then such Drag-Along Sale Notice shall be null and void, each Dragged-Along Seller shall be released from its obligations under such Drag-Along Sale Notice and it shall be necessary for a separate Drag-Along Sale Notice to be furnished by the Initiating Drag-Along Seller, and the other terms and provisions of this Section 3.5 separately complied with, in order to consummate such Drag-Along Sale pursuant to this Section 3.5; provided, that if such proposed Drag-Along Sale is subject to, and conditioned on, one or more prior regulatory approvals, then such one hundred eighty (180) day period shall be extended solely to the extent required by, necessary until no later than the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party theretoexpiration of ten (10) days after all such approvals shall have been received. (g) This Section 3.5 automatically terminates without any further action upon an IPO.

Drag-Along Rights. (a) Prior If any other Holder shall have elected to the consummation not sell any of a proposed Draghis, her or its Tag-Along SaleSecurities, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner or shall have elected to sell its Draga portion (but not all) of Tag-Along Securities to the Drag-Along Purchaser by giving written notice (the “Notice”) to that such other OZ Limited Partners Holder has the right to sell, in the applicable Craft Transaction, then the Craft Holder shall have the right, but not later the obligation, to cause all (but not less than ten Business Days prior to the consummation of the Drag-Along Sale all) such other Holders (the “Drag-Along RightHolders”); provided) to sell (i.e., howevera “drag along”) all of the Tag-Along Securities of such Drag-Along Holder (or a portion thereof, that if so long as such Drag-Along Holders are reduced ratably) on the Drag same terms and conditions as those offered to such Craft Holder, in which case each such Drag-Along Right is exercised Holder shall sell in such Craft Transaction the number of Tag-Along Securities required to be so sold by them by such Craft Holder. If the Craft Holder shall desire to “drag along” the Drag-Along SellersHolders in such Craft Transaction, all OZ Limited Partners the Craft Holder shall sell their Drag-Along Securities send written notice thereof to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and Holders within seven (7) Business Days prior to the date of saleclosing of the Craft Transaction, as which notice shall (i) state that each Drag-Along Holder is being required by such Craft Holder to sell Restricted Securities in such Craft Transaction and (ii) specify the number of Tag Along Securities that such Drag-Along Holder shall be required to sell to the Third Party Purchaser. At the closing of the Craft Transaction, the applicable Craft Holder and each other Drag-Along Holder shall sell the number of Restricted Securities to be sold by such Craft Holder and the Drag-Along SellersHolders in accordance with the provisions of paragraph (d) of this Section 2.06. The Notice shall contain written notice of the exercise of the With respect to any Craft Transaction in which a Drag-Along Right pursuant Holder shall be required to sell Restricted Securities by a Craft Holder: (i) if the Craft Transaction is structured as a merger, consolidation or other reorganization, then the Holders will (x) tender all Restricted Securities held by each Holder in connection with such merger, consolidation or other reorganization and (y) if required or appropriate, vote in favor of such merger, consolidation or other reorganization and waive any dissenter’s rights, appraisal rights or similar rights (if then available to them at law or otherwise) in connection therewith; (ii) if at anytime the Craft Holder shall propose to cause AHGP to sell all or substantially all of the assets of AHGP (in which case “Craft Transaction” within the meaning of paragraph (a) of this Section 8.6, setting forth 2.06 shall be deemed to include such a sale) and such sale requires the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions approval of the Drag-Along Sale.Holders, then each Holder shall take all such actions as shall be necessary to vote their Restricted Securities in favor of such asset sale; and (biii) Within five Business Days following if at anytime the date Craft Holder shall propose to cause AHGP to liquidate, dissolve or wind-up it affairs (in which case “Craft Transaction” within the meaning of paragraph (a) of this Section 2.06 shall be deemed to include such liquidation, dissolution or winding-up) and such partnership action requires the approval of the NoticeHolders, the Dragthen each Holder shall take all such actions as shall be necessary to vote their Restricted Securities in favor of such liquidation, dissolution or winding-Along Sellers shall have delivered up and will consent to them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing and raise no objections to such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect such saleaction. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. (a) Prior to the consummation of a proposed Drag-Along Sale, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the Drag-Along Sale (the “Drag-Along Right”); provided, however, that if the Drag Drag-Along Right is exercised by the Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale. (b) Within five Business Days following the date of the Notice, the Drag-Along Sellers shall have delivered to them by the other OZ Limited Partners their theft Drag-Along Securities together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. (a) Prior If the Largest Holder (the "Drag-Along Seller") proposes a Transfer of all Registrable Securities held by it (or both Fortress and Greenhill should they together be deemed to be the Largest Holder), ixxxxxxxx in connection with a sale or exchange, whether directly or pursuant to a merger, consolidation or otherwise (a "Drag-Along Sale"), such Drag- Annex A-24 Along Seller may require all other Stockholders (the "Drag-Along Stockholders") to sell all Registrable Securities and any other securities of the Company ("Drag-Along Rights") then held by such Stockholder, for the same consideration and otherwise on the same terms and conditions (including timing of receipt of consideration and choice of consideration, if any) as the sale by such Drag-Along Seller. For purposes of the foregoing, it is agreed that (x) Drag-Along Stockholders shall not be required to convert or exchange Registrable Securities that are other than Common Stock unless the Drag-Along Seller is also converting or exchanging such Registrable Securities, (y) if the Drag-Along Seller is selling Common Stock but is not selling other Registrable Securities of the same type as is held by one or more Drag-Along Stockholders, such other Registrable Securities shall be valued at the value of the Common Stock issuable thereunder in the Drag-Along Sale, net of the exercise or conversion price therefor and (z) Drag-Along Stockholders shall not be required to accept consideration in a Drag Along Sale other than cash or securities. (b) The Drag-Along Seller shall provide written notice of such Drag-Along Sale to the consummation of Drag-Along Stockholders (a "Drag-Along Notice") not later than the 15th day prior to the proposed Drag-Along Sale, the . The Drag-Along Sellers mayNotice shall identify the transferee, at their option, require each other OZ Limited Partner the consideration for which a transfer is proposed to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice be made (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the "Drag-Along Sale (the “Drag-Along Right”); provided, however, that if the Drag Along Right is exercised by the Drag-Along Sellers, Price") and all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale. (b. Subject to Section 7.2(d) Within five and Section 7.3, each Drag-Along 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 Registrable Securities as set forth below. The price(s) payable in such transfer shall be the Drag-Along Sale Price. Not later than the tenth Business Days Day following the date of the Drag-Along Notice (the "Drag-Along Notice Period"), each of the Stockholders shall deliver to a representative of the Drag-Along Seller designated in the Drag-Along Notice certificates representing all the Registrable Securities beneficially owned and held by such Stockholder, 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 applicable law, an unconditional agreement to deliver such certificates pursuant to this Section 7.2 at the closing for such Drag-Along Sale on the terms and conditions set forth in the Drag-Along Notice against delivery to such Stockholder of the consideration therefor. (c) The Drag-Along Seller shall have a period of 90 days from the date of receipt of the Drag-Along Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Notice; provided, that if such Drag-Along Sale is subject to regulatory approval, such 90 day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the delivery of the Drag-Along Notice. If the Drag-Along Sale shall not have been consummated during such period, the Drag-Along Sellers Seller shall have return to each of the Stockholders all certificates or other evidence of title and ownership representing Registrable Securities that such Stockholders delivered to them for transfer pursuant hereto, together with any documents in the possession of the Drag-Along Seller executed by the other OZ Limited Partners their Stockholders in connection with such proposed Transfer, and all the restrictions on transfer contained in this Agreement or otherwise applicable at such time with respect to Registrable Securities owned by the Stockholders shall again be in effect. Annex A-25 (d) Concurrently with the consummation of the Transfer of shares pursuant to this Section 7.2, the Drag-Along Securities together Seller 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 (with a limited powerthe cash portion of the purchase price paid by bank or certified check and any non-of-attorney authorizing cash portion to be delivered as promptly as possible and promptly after the consummation of such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Sale) for the Registrable Securities transferred pursuant to the terms hereto and promptly after consummation of the Drag-Along Sale and shall furnish such other evidence of the completion and time of completion of such transfer instruments and other documents the terms thereof as are may be reasonably requested by the Drag-Along Sellers in order to effect such saleStockholders. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.

Drag-Along Rights. In the event that at any time following the date of this Agreement, the Preferred Majority (acollectively, the “Drag-Along Shareholders”) Prior approve a transaction that qualifies as a Liquidation Event (as defined in the Restated Articles) (each such transaction, a “Drag-Along Sale”) and the valuation of the Company immediately prior to the Drag-Along Sale reaches US$2,500,000,000 or more in the contemplated Drag- Along Sale, then, upon written notice from such Drag-Along Shareholders requesting them to do so, each of the other shareholders of the Company (the “Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all the Equity Securities held by them in favor of such proposed Drag-Along Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of a any such proposed Drag-Along Sale; (ii) sell, transfer, and/or exchange, as the case may be, all of its Equity Securities in such Drag-Along Sale to such purchaser (the “Potential Purchaser”) on the same terms and conditions as were agreed by the Drag-Along Shareholders; (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Drag-Along Sale; and (iv) take all actions reasonably necessary to consummate the proposed Drag-Along Sale, including without limitation amending the then existing Restated Articles. If any Dragged Shareholder does not elect to vote, or give its written consent with respect to such proposed Drag-Along Sale, such Dragged Shareholder shall be obliged to purchase all the shares held by the Drag-Along Sellers mayShareholders at the price and terms offered by the Potential Purchaser. In such event, at their option, require each other OZ Limited Partner the Dragged Shareholders who do not wish to sell its Drag-Along Securities their shares shall make a matching offer to purchase from all other relevant shareholders the Drag-Along shares proposed to be sold by any other such shareholders on no less favorable terms than the bona fide offer made by the Potential Purchaser by giving written notice within thirty (the “Notice”30) to such other OZ Limited Partners not later than ten Business Days prior to of the consummation issuance of the Drag-Along Sale (the “Drag-Along Right”); provided, however, that if the Drag Along Right is exercised by the Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale. (b) Within five Business Days following the date of the Notice, the Drag-Along Sellers shall have delivered to them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect such sale. (c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party theretobelow).

Drag-Along Rights. (a) Prior Subject to Section 2.06, if the LLC (or any of its Permitted Transferees) or any MSCP Fund (or any of them) (the “Drag-Along Seller”) propose to effect a Sale of the Company (a “Drag-Along Sale”), the Drag-Along Seller may at its option (“Drag-Along Rights”) require the Participant to: (i) Transfer a number of the Shares then owned by such Participant in such Drag-Along Sale equal to the consummation product of (x) the aggregate number of Shares then owned by such Participant times (y) a fraction, the numerator of which is the aggregate number of Shares proposed to sold in such Drag-Along Sale by the Drag-Along Seller and the denominator of which is the aggregate number of Shares then owned by the LLC and the MSCP Funds and (ii) otherwise take all other actions necessary or desirable to consummate the Drag-Along Sale. (b) If the Drag-Along Seller elects to exercise its Drag-Along Rights, the Drag-Along Seller shall provide notice of such Drag-Along Sale to the Participant (a “Drag-Along Sale Notice”) not later than 10 days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the purchaser in the Drag-Along Sale, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner number of Shares proposed to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of be sold in the Drag-Along Sale (including the number of Shares required to be Transferred by the Participant pursuant to this Section 2.05), the consideration per Share (the “Drag-Along RightSale Price”); provided, however, that if the Drag Along Right is exercised by the Drag-Along Sellers, and all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale. The Participant shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender its Shares as set forth below. (bc) Within If requested by the Drag-Along Seller, not later than five Business Days following days after the date of the Drag-Along Sale Notice, the Participant shall deliver to a representative of the Drag-Along Sellers shall have delivered to them by Seller designated in the other OZ Limited Partners their Drag-Along Securities Sale Notice (i) the certificate and other applicable instruments representing the Shares of such Participant required to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Drag-Along Seller or such representative to Transfer such Shares on the terms set forth in the Drag-Along Notice and check or wire transfer instructions for payment of the cash portion of the consideration to be received in such Drag-Along Sellers Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to sell deliver such other OZ Limited Partner’s Shares pursuant to this Section 2.05 at the closing for such Drag-Along Securities pursuant Sale against delivery to the terms Participant of the consideration therefor and/or (ii) all other documents required to be executed in connection with the Drag-Along Sale. If the Participant should fail to deliver such certificates to the Drag-Along Seller, the Company (subject to Section 2.05(d)) shall cause the books and records of the Company to show that such Shares are bound by the provisions of this Section 2.05 and that such Shares shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof. (d) The Drag-Along Seller shall have a period of 120 days from the date of the Drag-Along Sale Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice, provided that, if such Drag-Along Sale is subject to regulatory approval, such 120-day period shall be extended until the expiration of five business days after all such approvals have been received, but in no event later than 270 days following the date of the Drag-Along Sale Notice. If the Drag-Along Sale shall not have been consummated during such period, the Drag-Along Seller shall return to the Participant the limited power-of-attorney and all certificates and other applicable instruments representing Shares that the Participant delivered for Transfer pursuant hereto, together with any other documents in the possession of the Drag-Along Seller executed by the Participant in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Award Agreement or otherwise applicable at such time with respect to such Shares owned by the Participant shall again be in effect. (e) Promptly after the consummation of the Drag-Along Sale, the Drag-Along Seller shall (i) notify the Participant thereof, (ii) remit to the Participant the net proceeds for the Shares of the Participant Transferred pursuant thereto (with the cash portion of the purchase price paid by check or wire transfer in accordance with the wire transfer instructions provided by the Participant) and (iii) furnish such other evidence of the completion and the date of completion of such transfer instruments and the terms thereof as may be reasonably requested by the Participant. (f) Notwithstanding anything contained in this Section 2.05, there shall be no liability on the part of the Drag-Along Seller to the Participant (other than the obligation to return the limited power-of-attorney and the certificates and other documents as are reasonably requested applicable instruments representing Shares received by the Drag-Along Sellers in order to effect such sale. (cSeller) Each OZ Limited Partner agrees that, notwithstanding anything to if the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in Sale is not consummated for whatever reason, regardless of whether the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were Seller has delivered a party theretoDrag-Along Sale Notice. Whether to effect a Drag-Along Sale is in the sole and absolute discretion of the Drag-Along Seller.