Common use of Drag-Along Sale Clause in Contracts

Drag-Along Sale. (a) In the event that Stockholders holding a majority of the then outstanding shares of Common Stock (“Drag-Along Sellers”) propose to effect a Drag-Along Sale, the Drag-Along Sellers shall have the right (a “Drag-Along Right”) to require each of the other Stockholders to Transfer their Shares in such Drag-Along Sale in accordance with this Section 5.1. Such Drag-Along Sellers shall give written notice of such Drag-Along Sale (a “Drag-Along Notice”) to the Company, and the Company shall deliver such notice to each of the other Stockholders, at least ten Business Days prior to the closing of such Drag-Along Sale, which notice shall state that such Drag-Along Sellers desire the Dragged Stockholders to enter into such Drag-Along Sale and shall include the following information with respect to the proposed Drag-Along Sale: (i) the names of all of the parties thereto, (ii) a summary of the material terms and conditions thereof and (iii) the proposed amount and form of consideration to be received by the Drag-Along Sellers and Dragged Stockholders, whereupon all Drag-Along Sellers, Dragged Stockholders and the Company (as applicable) shall consent to, cooperate with, and not object to or otherwise impede consummation of the Drag-Along Sale. In the event that the Drag-Along Sale is structured as a merger or consolidation, each Dragged Stockholder shall vote its Shares to approve such merger or consolidation, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting. In the event that the Drag-Along Sale is structured as a sale of all of the outstanding Shares, then each Dragged Stockholder shall agree to sell, and shall sell, all of its Shares and any other rights to acquire Shares, on the terms and conditions set forth in the Drag-Along Notice. In the event that the Drag-Along Sale is structured as a sale, transfer or other disposition of all or substantially all of the assets or business of the Company, then each Dragged Stockholder shall vote its Shares to approve such sale and any subsequent dissolution or winding up of the Company or other distribution of the proceeds therefrom, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting, with respect to the sale, transfer or other disposition of assets. In furtherance of the foregoing, each Dragged Stockholder shall (x) waive all dissenter’s rights, appraisal rights and similar rights in connection with such Drag-Along Sale, and (y) take, with respect to its Shares, all Necessary Action reasonably requested by the Drag- Along Sellers in connection with the consummation of the Drag-Along Sale.

Drag-Along Sale. If the Persons holding Ownership Interests in the Company representing (ai) In the event that Stockholders holding a majority 50% or more of the then voting power of all such outstanding shares Ownership Interests, in the aggregate, and (ii) the entitlement to receive 50% or more of Common Stock all distributions, including distributions of Carried Interest, individually or in the aggregate (the “Drag-Along Sellers”) propose desire to effect Transfer to any Purchaser, Ownership Interests in the Company representing (1) 50% or more of the voting power of all such outstanding Ownership Interests, in the aggregate, and (2) the entitlement to receive 50% or more of all distributions, including distributions of Carried Interest, whether in one transaction or a series of related transactions (any such transaction or series of related transactions, a “Drag-Along Sale”), then the Company and DBOC shall or shall cause the Drag-Along Sellers shall have to give thirty (30) days’ prior written notice to the right (a “Drag-Along Right”) to require each Wafra Representative of the other Stockholders to Transfer their Shares in such Drag-Along Sale in accordance with this Section 5.1. Such Drag-Along Sellers shall give written notice of such Drag-Along Sale (a “Drag-Along Notice”) which notice shall identify the Purchaser, the percentage of its Ownership Interests proposed to be Transferred in the Company, and the Company shall deliver such notice to each of the other Stockholders, at least ten Business Days prior to the closing of such Drag-Along Sale, which notice shall state that such Dragthe applicable percentage of the then-Along Sellers desire issued Ownership Interests (including the Dragged Stockholders to enter into such Drag-Along Sale and shall include the following information corresponding percentages of Carried Interest with respect to the Digital Colony Funds to be Transferred as a result of the proposed Transfer of such Ownership Interests) that such proposed Transfer represents and a summary of the other material terms and conditions of the proposed Drag-Along Sale: . To the extent not previously provided, each Drag-Along Seller shall make available to the Wafra Participation Entity all material information made available to the Purchaser in connection with the Drag-Along Sale and any other information reasonably requested by the Wafra Representative to the extent available, and (isubject to the Wafra Participation Entity’s rights under Section 10 and Section 11) require the names of all of Wafra Participation Entity(s) holding Ownership Interests to sell to the parties thereto, (ii) a summary of Purchaser at the material same price per Ownership Interest and otherwise on the same terms and conditions thereof as those being offered to the Drag-Along Sellers (except as set forth in Section 10 and Section 11) that percentage of their Ownership Interests (iii) including the corresponding percentages of Carried Interest with respect to the Digital Colony Funds to be Transferred as a result of the proposed amount and form Transfer of consideration such Ownership Interests) (the “Wafra Dragged Interests”) as is equal to the percentage of the then issued Ownership Interests proposed to be received sold by the Drag-Along Sellers and Dragged Stockholders, whereupon all Drag-Along Sellers, Dragged Stockholders and the Company (as applicable) shall consent to, cooperate with, and not object to or otherwise impede consummation of the Drag-Along Sale. In the event that the Drag-Along Sale is structured as a merger or consolidation, each Dragged Stockholder shall vote its Shares to approve such merger or consolidation, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting. In the event that the Drag-Along Sale is structured as a sale of all of the outstanding Shares, then each Dragged Stockholder shall agree to sell, and shall sell, all of its Shares and any other rights to acquire Shares, on the terms and conditions set forth in the Drag-Along Notice. In the event that the Drag-Along Sale is structured as a sale, transfer or other disposition of all or substantially all of the assets or business of the Company, then each Dragged Stockholder shall vote its Shares to approve such sale and any subsequent dissolution or winding up of the Company or other distribution of the proceeds therefrom, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting, with respect to the sale, transfer or other disposition of assets. In furtherance of the foregoing, each Dragged Stockholder shall (x) waive all dissenter’s rights, appraisal rights and similar rights in connection with such Drag-Along Sale, and (y) take, with respect to its Shares, all Necessary Action reasonably requested by the Drag- Along Sellers in connection with the consummation of the Drag-Along Sale.

Drag-Along Sale. If the Persons holding Ownership Interests in DCMH representing (ai) In the event that Stockholders holding a majority 50% or more of the then voting power of all such outstanding shares Ownership Interests, in the aggregate, and (ii) the entitlement to receive 50% or more of Common Stock all distributions, individually or in the aggregate (the “Drag-Along Sellers”) propose desire to effect Transfer to any Purchaser, Ownership Interests in DCMH representing (1) 50% or more of the voting power of all such outstanding Ownership Interests, in the aggregate, and (2) the entitlement to receive 50% or more of all distributions, whether in one transaction or a series of related transactions (any such transaction or series of related transactions, a “Drag-Along Sale”), then DCMH and CCOC shall or shall cause the Drag-Along Sellers shall have to give thirty (30) days’ prior written notice to the right (a “Drag-Along Right”) to require each Wafra Representative of the other Stockholders to Transfer their Shares in such Drag-Along Sale in accordance with this Section 5.1. Such Drag-Along Sellers shall give written notice of such Drag-Along Sale (a “Drag-Along Notice”) which notice shall identify the Purchaser, the percentage of its Ownership Interests proposed to be Transferred in the Company, and the Company shall deliver such notice to each of the other Stockholders, at least ten Business Days prior to the closing of such Drag-Along Sale, which notice shall state the applicable percentage of the then-issued Ownership Interests that such Drag-Along Sellers desire proposed Transfer represents and a summary of the Dragged Stockholders to enter into such Drag-Along Sale other material terms and shall include the following information with respect to conditions of the proposed Drag-Along Sale: . To the extent not previously provided, each Drag-Along Seller shall make available to the Wafra Management Subscribers all material information made available to the Purchaser in connection with the Drag-Along Sale and any other information reasonably requested by the Wafra Representative to the extent available, and (isubject to the Wafra Management Subscribers’ rights under Section 4.4, Section 4.6 and Section 4.7) require the names of all of Wafra Management Subscriber(s) holding Ownership Interests to sell to the parties thereto, (ii) a summary of Purchaser at the material same price per Ownership Interest and otherwise on the same terms and conditions thereof and as those being offered to the Drag-Along Sellers (iiiexcept as set forth in Section 4.4) that percentage of their Ownership Interests (the “Wafra Dragged Interests”) either (x) as is equal to the percentage of the then issued Ownership Interests proposed amount and form of consideration to be received sold by the Drag-Along Sellers and Dragged Stockholders, whereupon all Drag-Along Sellers, Dragged Stockholders and the Company (as applicable) shall consent to, cooperate with, and not object to or otherwise impede consummation of the Drag-Along Sale. In the event that the Drag-Along Sale is structured as a merger or consolidation, each Dragged Stockholder shall vote its Shares to approve such merger or consolidation, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting. In the event that the Drag-Along Sale is structured as a sale of all of the outstanding Shares, then each Dragged Stockholder shall agree to sell, and shall sell, all of its Shares and any other rights to acquire Shares, on the terms and conditions set forth in the Drag-Along Notice. In the event that the Drag-Along Sale is structured as a sale, transfer or other disposition of all or substantially all of the assets or business of the Company, then each Dragged Stockholder shall vote its Shares to approve such sale and any subsequent dissolution or winding up of the Company or other distribution of the proceeds therefrom, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting, with respect to the sale, transfer or other disposition of assets. In furtherance of the foregoing, each Dragged Stockholder shall (x) waive all dissenter’s rights, appraisal rights and similar rights in connection with such Drag-Along Sale, and (y) take, with respect as is equal to its Shares, all Necessary Action reasonably requested 100% of the Ownership Interests owned by the Drag- Along Sellers in connection with Wafra Management Subscribers, at the consummation option of the Drag-Along SaleDCMH.

Drag-Along Sale. (a) In The Plan, as a holder of Viant Interests and a party to the event that Stockholders holding a majority Viant Operating Agreement, is subject to the requirement under Section 11.1 of the then outstanding shares Viant Operating Agreement to sell all or a portion of Common Stock (“Dragthe Plan’s Viant Interests pursuant to the drag-Along Sellers”) propose to effect a Drag-Along Sale, along provisions of the Drag-Along Sellers shall have the right Viant Operating Agreement (a “Drag-Along Right”) to require each copy of the other Stockholders current drag-along provision of the Viant Operating Agreement is set forth in Schedule A attached hereto (Schedule A will be updated from time-to-time to Transfer their Shares in such Dragreflect any amendments to the drag-Along Sale in accordance with this Section 5.1along provision of the Viant Operating Agreement)). Such Drag-Along Sellers shall give written If the Board of Managers receives a notice from Viant requiring the Plan to sell all or a portion of such Drag-Along Sale the Plan’s Viant Interests (each, a “Drag-Along Notice”) to ), the Company, and the Company shall deliver such notice to each Board of the other Stockholders, at least ten Business Days prior to the closing Managers will promptly provide a copy of such Drag-Along SaleNotice to each Member. Each Member hereby acknowledges that the Board of Managers is solely responsible for effecting the sale of the Viant Interests on behalf of the Plan and hereby agrees to use his or her reasonable efforts to effect the required sale of the Plan’s Viant Interests as expeditiously as practicable, which notice shall state including by (i) delivering all documents necessary or reasonably requested by Viant or the Board of Managers in connection with the sale; (ii) subject to this Section 9.10 below, entering into any contract, instrument, undertaking or obligation necessary or reasonably requested by Viant or the Board of Managers in connection with such sale in order to Transfer all right, title and interest in and to the Viant Interests required to be sold to the purchasers thereof, and (iii) refraining from exercising (and hereby waiving) any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such sale (if any). Subject to the terms and conditions of this Section 9.8 and without limiting the generality of the foregoing, the Members will take or cause to be taken, all action, and do, or cause to be done, on behalf and in respect of the Plan any and all actions that may be reasonably requested consistent with this Section 9.10 in connection with such Drag-Along Sellers desire sale. Notwithstanding anything to the Dragged Stockholders contrary herein, however, the Plan and the Members will not be required to enter into provide any indemnification other than (i) joining on a pro rata basis, based on the respective amounts of consideration received, severally and not jointly, in indemnification obligations that are specified in such Drag-Along Sale and shall include the following information with respect to the proposed Drag-Along Sale: Notice (i) the names of all of the parties thereto, (ii) a summary of the material terms and conditions thereof and (iii) the proposed amount and form of consideration to be received by the Drag-Along Sellers and Dragged Stockholders, whereupon all Drag-Along Sellers, Dragged Stockholders and the Company (as applicable) shall consent to, cooperate with, and not object to or otherwise impede consummation of the Drag-Along Sale. In the event that the which indemnification obligations specified in such Drag-Along Sale is structured as a merger or consolidation, each Dragged Stockholder Notice shall vote its Shares to approve such merger or consolidation, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting. In not be greater than the event that the Drag-Along Sale is structured as a sale of all of the outstanding Shares, then each Dragged Stockholder shall agree to sell, and shall sell, all of its Shares and any other rights to acquire Shares, on the terms and conditions indemnification obligations set forth in the Drag-Along Notice. In definitive agreements for the event that sale of Viant) plus (ii) individually agreeing to indemnification obligations which relate specifically and particularly to the Drag-Along Sale is structured as a sale, transfer or other disposition of all or substantially all of the assets or business of the Company, then each Dragged Stockholder shall vote its Shares to approve such sale and any subsequent dissolution or winding up of the Company or other distribution of the proceeds therefrom, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting, Member with respect to representations and warranties regarding the Member’s title to and ownership of the Units, authority to execute documents and consummate the sale, transfer enforceability and no conflicts or other disposition of assets. In furtherance of the foregoing, each Dragged Stockholder shall (x) waive all dissenter’s rights, appraisal rights and similar rights required consents; provided that no Member will be obligated in connection with such Drag-Along Sale, and (y) take, sale to agree to indemnify or hold harmless any Person with respect to its Shares, all Necessary Action reasonably requested by the Drag- Along Sellers an amount in connection with the consummation excess of the Drag-Along Salenet proceeds credited to the Capital Account of the Member in respect of the Viant Interests held in the Member’s Capital Account and sold in such sale.

Drag-Along Sale. If the Persons holding Ownership Interests in the Company representing (ai) In the event that Stockholders holding a majority 50% or more of the then voting power of all such outstanding shares Ownership Interests, in the aggregate, and (ii) the entitlement to receive 50% or more of Common Stock all distributions, including distributions of Carried Interest, individually or in the aggregate (the “Drag-Along Sellers”) propose desire to effect Transfer to any Purchaser, Ownership Interests in the Company representing (1) 50% or more of the voting power of all such outstanding Ownership Interests, in the aggregate, and (2) the entitlement to receive 50% or more of all distributions, including distributions of Carried Interest, whether in one transaction or a series of related transactions (any such transaction or series of related transactions, a “Drag-Along Sale”), then the Company and CCOC shall or shall cause the Drag-Along Sellers shall have to give thirty (30) days’ prior written notice to the right (a “Drag-Along Right”) to require each Wafra Representative of the other Stockholders to Transfer their Shares in such Drag-Along Sale in accordance with this Section 5.1. Such Drag-Along Sellers shall give written notice of such Drag-Along Sale (a “Drag-Along Notice”) which notice shall identify the Purchaser, the percentage of its Ownership Interests proposed to be Transferred in the Company, and the Company shall deliver such notice to each of the other Stockholders, at least ten Business Days prior to the closing of such Drag-Along Sale, which notice shall state the applicable percentage of the then-issued Ownership Interests that such Drag-Along Sellers desire proposed Transfer represents and a summary of the Dragged Stockholders to enter into such Drag-Along Sale other material terms and shall include the following information with respect to conditions of the proposed Drag-Along Sale: . To the extent not previously provided, each Drag-Along Seller shall make available to the Wafra Participation Buyer all material information made available to the Purchaser in connection with the Drag-Along Sale and any other information reasonably requested by the Wafra Representative to the extent available, and (isubject to the Wafra Participation Buyer’s rights under Section 12 and Section 13) require the names of all of Wafra Participation Buyer(s) holding Ownership Interests to sell to the parties thereto, (ii) a summary of Purchaser at the material same price -34- LA_LAN01:362817.14 per Ownership Interest and otherwise on the same terms and conditions thereof and as those being offered to the Drag-Along Sellers (iiiexcept as set forth in Section 12(a)) that percentage of their Ownership Interests (the “Wafra Dragged Interests”) either (x) as is equal to the percentage of the then issued Ownership Interests proposed amount and form of consideration to be received sold by the Drag-Along Sellers and Dragged Stockholders, whereupon all Drag-Along Sellers, Dragged Stockholders and the Company or (y) as applicable) shall consent to, cooperate with, and not object is equal to or otherwise impede consummation 100% of the Drag-Along Sale. In Ownership Interests owned by the event that Wafra Participation Buyers, at the Drag-Along Sale is structured as a merger or consolidation, each Dragged Stockholder shall vote its Shares to approve such merger or consolidation, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting. In the event that the Drag-Along Sale is structured as a sale of all of the outstanding Shares, then each Dragged Stockholder shall agree to sell, and shall sell, all of its Shares and any other rights to acquire Shares, on the terms and conditions set forth in the Drag-Along Notice. In the event that the Drag-Along Sale is structured as a sale, transfer or other disposition of all or substantially all of the assets or business option of the Company, then each Dragged Stockholder shall vote its Shares to approve such sale and any subsequent dissolution or winding up of the Company or other distribution of the proceeds therefrom, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting, with respect to the sale, transfer or other disposition of assets. In furtherance of the foregoing, each Dragged Stockholder shall (x) waive all dissenter’s rights, appraisal rights and similar rights in connection with such Drag-Along Sale, and (y) take, with respect to its Shares, all Necessary Action reasonably requested by the Drag- Along Sellers in connection with the consummation of the Drag-Along Sale.