Common use of Drag Along Clause in Contracts

Drag Along. If (a) any person or entity makes a bona fide offer to acquire all or substantially all of the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall cease.

Drag Along. If5.1 If any of the following transactions is (or has been) approved by the Board of Directors and Investors holding at least a majority of the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of such shares), each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (a) any person or entity makes a bona fide offer to acquire Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all or substantially all obligations of the stockCompany and liquidation preferences, assets or business of the Company, by merger, sale of assets or otherwise, at least $8.00; (b) such transaction a financing transaction, the principal purpose of which is approved by to raise capital for the Company; or (c) an amendment to the Company’s Board Amended and Restated Certificate of Directors (Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Board”) and (c) Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding shares capital stock to an acquirer of all classes the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing stockholders relating to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation be present, in person or by proxy, as holders of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction on within two (2) business days of receipt thereof. 5.3 In the terms consented case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Board Company, including, without limitation, executing and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take delivering such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, documents as may be reasonably required by the Company requested in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply connection with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceasetransactions contemplated thereby.

Drag Along. If (a) If at any person time after the date hereof there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all the Shares in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity makes but the Shares of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or (iii) a bona fide offer to acquire sale or transfer of all or substantially all of the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s properties and assets to any other person, in each case, which is a transaction at arm’s length for an aggregate consideration of not less than US$300 million, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along Sale”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor shall have the right to challenge any determination by the Board of Directors (fair market value made pursuant hereto, in which case the “Board”) and (c) the holders determination of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par fair market value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held made by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to a valuer selected jointly by the Board and Requisite Partiesthe challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and the Company. The valuer shall act as expert and not as an arbitrator. If the acquiring party is a privately-held entity and the Holders of Series A Preferred Shares or Series B Preferred Shares or Series C Preferred Shares receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereof. (iiib) execute The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and deliver such 5 shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreement, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Ordinary Shareholder shall grant to the CEO or an authorized officer, a power of attorney to transfer their Shares and to do and carry out all other necessary or advisable acts to complete the Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of saletransfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer shall be authorized to transfer the Shares of each Ordinary Shareholder and to do and carry out all other necessary or advisable acts to complete the Drag-Along Sale, transfer and exchange and take such other actionincluding, including without limitation, executing any purchase agreementand all documents (including instruments of transfers) on behalf of each Ordinary Shareholder. (d) For the avoidance of doubt, merger agreement, escrow agreement any assignee or related documents, as may transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be reasonably required bound by the Company in order to carry out the terms and provisions of this Section 7. At 9.2 as if they were an Investor hereunder but shall not enjoy the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable exceptions applicable to Intel (Cayman) or Intel (Delaware) in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall cease9.2.

Drag Along. If 8.1 If at any time that is thirty-six (a36) any person months after May 27, 2015, the Approving Parties (as defined below) vote in favor of or entity makes a bona fide offer otherwise consent in writing to acquire sell or transfer all or substantially all of the stockshares, assets or business of the CompanyCompany in any transaction or a series of transactions that would qualify as a Liquidation Event and with the gross proceeds derived from such transactions being equal to or greater than US$1,000,000,000 (a “Change of Control”), by merger, sale then the Company shall promptly notify each of assets or otherwise, (b) such transaction is approved by the Company’s Board remaining shareholders of Directors the Company (the “BoardRemaining Shareholders”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Parties) in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (cthe “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Parties, provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including without any limitation, in order to reflect any liquidation preference of the Preferred Shares and participation rights of the Preferred Shares). For purpose of this Section 8.1, the “Approving Parties” shall mean (i) the chief executive officer of the Company, (ii) holders of at least one-second (1/2) of the then outstanding Series B Preferred Shares, (iii) the holders of a majority at least two-thirds (2/3) of the then outstanding shares of all classes of the Company’s preferred stock par valueSeries A Preferred Shares, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of each voting as a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction separate class on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, an as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceaseconverted basis.

Drag Along. If 9.1. So long as the Company has not consummated a Qualified IPO within sixty (a60) any person months after the Closing, if (i) the Approving Shareholders vote in favor of or entity makes a bona fide offer otherwise consent in writing to acquire sell or transfer all or substantially all of the stockshares, assets or business of the Company, by merger, sale Company in any transaction or a series of transactions that would qualify as a Liquidation Event (a “Change of Control”) with the amount of gross proceeds derived therefrom of at least USD125,000,000 and (ii) if such transaction values the Company or the relevant assets or otherwisebusiness of the Company at a valuation below USD300,000,000, (b) such transaction is it has been approved by ▇▇▇▇▇▇▇ Education Asia Limited (for so long as it has not transferred any Series C Preferred Shares purchased by it under the Company’s Board of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transactionSeries C Share Purchase Agreement), then the Subscriber Company shall be obligated to promptly notify each of the remaining shareholders of the Company (ithe “Remaining Shareholders” and each a “Remaining Shareholder”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Shareholders) in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock voting securities of the Company in connection with favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such transaction Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms consented and conditions as were agreed to by the Board Approving Shareholders (and Requisite Partiesif applicable, ▇▇▇▇▇▇▇ Education Asia Limited), provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including without any limitation, in order to reflect any liquidation preference of the Preferred Shares and participation rights of the Preferred Shares). The “Approving Shareholders” shall mean the all of (i) holders of at least two-thirds (2/3) of the then issued and outstanding Series A+ Preferred Shares and the outstanding Series A Preferred Shares voting together as a separate class on an as-converted basis; (ii) holders of at least two-thirds (2/3) of the then issued and outstanding Series B Preferred Shares voting as a separate class on an as-converted basis; and (iii) execute and deliver such instruments holders of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt at least fifty percent (50%) of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock then issued and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceaseoutstanding Series C Preferred Shares voting as a separate class on an as-converted basis.

Drag Along. If (a) In the event the Board approves a Change of Control in accordance with this Agreement and the Members by Majority Vote approve such Change of Control in writing, specifying that this Section 10.1 shall apply to such transaction, then each Member hereby agrees: (1) if such Change in Control requires Member approval, with respect to all Units that such Member owns or over which such Member otherwise exercises voting power, to vote (A) all such Units in favor of, and adopt, such Change of Control (together with any person or entity makes a bona fide offer related amendment to acquire all or substantially all of the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board governance documents required in order to implement such Change of Directors (the “Board”) Control), and (cB) in opposition to any and all other proposals that could reasonably be expected to delay or impair the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock ability of the Company to consummate such Change of Control; (2) if such Change of Control is to be effected by sale of the Units to a third party, to sell the same proportion of Units beneficially held by themsuch Member as is being sold by all other Members and, except as permitted in favor of such transactionthis Section below, to on the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock same terms and conditions as holders of the Company in connection with such transaction on the terms consented same class or series of Units are so selling; (3) to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange all related documentation and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, action in support of the Change of Control as may shall reasonably be reasonably required requested by the Company in order to carry out the terms and provisions of this Section 7. At 10.1, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, exchange agreement, consent, waiver, governmental filing, certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (4) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Units owned by such Member or its Affiliate in a voting trust or subject any Units to any arrangement or agreement with respect to the closing voting of such transactionUnits, unless specifically requested to do so by the acquirer in connection with the Change of Control; (5) not to assert or exercise any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Change of Control; and (6) if the consideration to be paid in exchange for the Units in any Change of Control includes any securities and due receipt thereof by any Member would require under applicable law (A) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities, or (B) the provision to any Member of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D, as promulgated under the Securities Act of 1933, as amended, the Subscriber shall deliverCompany may cause to be paid to any such Member in lieu thereof, against receipt surrender of the consideration payable Units which would have otherwise been sold by such Member, an amount in such transaction, certificates representing cash equal to the shares of capital stock fair value (as determined in good faith by the Company) of the Company securities which such party holds Member would otherwise receive as of record or beneficiallythe date of the issuance of such securities in exchange for such Member’s Units. (b) Notwithstanding the foregoing, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses no Member will be required to comply with the foregoing in connection with any proposed Change of Control unless: (1) any representations and warranties to be made by such Member in connection with such proposed Change of Control are limited to representations and warranties related to authority, ownership and the ability to convey title to such Member’s Units, including, without limitation, representations and warranties that (A) the Member holds all right, title and interest in and to the Units such Member purports to hold, free and clear of all liens and encumbrances, (B) the obligations of the Member in connection with the proposed Change of Control have been duly authorized, if applicable, (C) the documents to be entered into by the Member have been duly executed by the Member and delivered to the acquirer and are enforceable against the Member in accordance with their respective terms, and (D) neither the execution and delivery of documents to be entered into in connection with such proposed Change of Control, nor the performance of the Member’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (2) Member shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with such proposed Change in Control, other than the Company (except to the extent that funds may be paid in proportion to the amount of consideration to be received by such Member out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members); and (3) the liability for indemnification, if any, of such Member in such proposed Change of Control and for the inaccuracy of any representations and warranties made by the Company in connection with such proposed Change of Control, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members), and is pro rata in proportion to the amount of consideration paid to such Member in connection with such proposed Change of Control (in accordance with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock governance documents). (c) Each Member hereby constitutes and appoints the purchaser in such transactionBoard with full power of substitution, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender as the proxies of the specified consideration to the Subscriber, the rights of the Subscriber party with respect to the shares matters set forth in this Section 10.1, and hereby authorizes each of capital stock them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Member’s Units in accordance with this Section. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company held by such Subscriber and the Members in connection with this Agreement and, as such, is coupled with an interest and shall ceasebe irrevocable unless and until this Agreement terminates. Each Member hereby revokes any and all previous proxies with respect to the Units and shall not hereafter, unless and until this Agreement terminates, purport to grant any other proxy or power of attorney with respect to any of the Units, deposit any of the Units into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Units, in each case, with respect to any of the matters set forth herein.

Drag Along. If8.1 In the event that each of Athyrium, Norgine, and Korys (together, the “Selling Investors”) approve a Sale of the Company in writing, specifying that this Clause 8 shall apply to such transaction, then each of the Company, Athyrium, Norgine, and Korys hereby agrees: (a) any person if such transaction requires Shareholder approval, with respect to all Shares that such Shareholder owns or entity makes a bona fide offer over which such Shareholder otherwise exercises voting power, to acquire vote (in person, by proxy or by action by written consent, as applicable) all or substantially all Shares in favour of, and adopt, such Sale of the stock, assets or business Company (together with any related amendment to the Articles required in order to implement such Sale of the Company, by merger, sale ) and to vote in opposition to any and all other proposals that could delay or impair the ability of assets or otherwise, the Company to consummate such Sale of the Company; (b) if such transaction is approved a Share Sale, to sell the same proportion of shares of share capital of the Company beneficially held by such Shareholder as is being sold by the Company’s Board of Directors (Selling Investors to the “Board”) Person to whom the Selling Investors propose to sell their Shares, and, except as permitted in Clause 8.2 below, on the same terms and conditions as the Selling Investors; (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange all related documentation and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, action in support of the Sale of the Company as may shall reasonably be reasonably required requested by the Company or the Selling Investors in order to carry out the terms and provisions provision of this Section 7. At the closing Clause 8, including, without limitation, executing and delivering instruments of such transactionconveyance and transfer, the Subscriber shall deliverand any purchase agreement, against receipt merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of the consideration payable impermissible liens, claims and encumbrances), and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in such transactionthis Agreement, certificates representing the shares of capital stock any Shares of the Company owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquiror in connection with the Sale of the Company; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company; (f) if the consideration to be paid in exchange for the Shares pursuant to this Clause 8 includes any securities and due receipt thereof by any Shareholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Shareholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Shareholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such party holds Shareholder would otherwise receive as of record or beneficially, with all endorsements necessary the date of the issuance of such securities in exchange for transfer. In the Shares; and (g) in the event that the Subscriber fails Selling Investors, in connection with such Sale of the Company, appoint a Shareholder representative (the “Shareholder Representative”) with respect to matters affecting the Shareholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, (x) to consent to (i) the appointment of such Shareholder Representative, (ii) the establishment of any applicable escrow, expense or refuses similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Shareholder’s pro rata portion (on an as converted to Ordinary Shares basis) (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Shareholder Representative in connection with such Shareholder Representative’s services and duties in connection with such Sale of the Company and its related service as the representative of the Shareholders, and (y) not to assert any claim or commence any suit against the Shareholder Representative or any other Shareholder with respect to any action or inaction taken or failed to be taken by the Shareholder Representative in connection with its service as the Shareholder Representative, absent fraud or willful misconduct. 8.2 Notwithstanding the foregoing, neither Athyrium nor a Major Shareholder will be required to comply with Clause 8.1 above in connection with any proposed Sale of the provisions Company (the “Proposed Sale”), and, for the avoidance of this doubt, will not be required to comply with Clause 8.1 above in the event of a Sale of the Company approved pursuant to Section 68.8 of the Shareholders’ Agreement, unless: (a) any representations and warranties to be made by such Shareholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including representations and warranties that (i) the Shareholder holds all right, title and interest in and to the Shares such Shareholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Shareholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Shareholder have been duly executed by the Shareholder and delivered to the acquirer and are enforceable against the Shareholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Shareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Shareholder shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders); (c) the liability for indemnification, if any, of such Shareholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Shareholders in connection with such Proposed Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders), and is pro rata (on an as-converted to Ordinary Share basis) in proportion to, and does not exceed, the Company, amount of consideration paid to such Shareholder in connection with such Proposed Sale; and (d) upon the other holders consummation of the Proposed Sale (i) each holder of each class or series of the Company’s share capital stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of share capital, (ii) each holder of a series of Preference Shares will receive the same amount of consideration per share of such series of Preference Shares as is received by other holders in respect of their shares of such same series, (iii) each holder of Ordinary Shares will receive the same amount of consideration per share of Ordinary Shares as is received by other holders in respect of their shares of Ordinary Shares, and (iv) unless the holders of at least two-thirds of the Initially Issued Preference Shares elect to receive a lesser amount by written notice given to the Company at least ten (10) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preference Shares and Ordinary Shares shall be allocated among the holders of Preference Shares and Ordinary Shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preference Shares and the purchaser holders of Ordinary Shares are entitled in such transactiona Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Articles in effect immediately prior to the Proposed Sale; provided, at their optionhowever, may elect to proceed with such transaction that, notwithstanding such failure or refusal andthe foregoing, in such event and upon tender of if the specified consideration to be paid in exchange for the Subscriber, Shares pursuant to this Clause 8.2(d) includes any securities and due receipt thereof by any Shareholder would require under applicable law (x) the rights registration or qualification of the Subscriber such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the shares provision to any Shareholder of capital stock any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Shareholder in lieu thereof, against surrender of the Company held Shares which would have otherwise been sold by such Subscriber Shareholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Shareholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares. 8.3 No Selling Investor shall ceasebe a party to, or approve, any Share Sale unless all Selling Investors are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties to such Share Sale in the manner specified in the Articles in effect immediately prior to the Share Sale (as if such transaction were a Deemed Liquidation Event).

Drag Along. If10.1 Prior to a Qualified IPO, if (A) holders of a majority of the Ordinary Shares and (B) Majority Series B Preferred Holders (collectively, the “Drag-Along Transferors”), propose to Transfer all their interests in the Company in a transaction that would constitute a Deemed Liquidation Event (a “Drag Transaction”), the Drag-Along Transferors shall have the right to require, by written notice of the identity of the counterparty and the pricing and payment terms of the Drag Transaction (the “Drag Notice”), each of the remaining holders of Shares (the “Non-Transferring Parties”) to, and each of the Non-Transferring Parties shall, approve, and take all actions reasonably necessary or appropriate to enable, the consummation of such Drag Transaction, including but not limited to: (ai) Transfer, at the same time as the Drag-Along Transferors Transfer to the potential purchaser in the Drag Transaction, all of its interests in the Company, on the same terms and conditions and for the same price that the interests of the Drag-Along Transferors will be Transferred, (ii) vote all of its Shares (A) in favor of such Drag Transaction, (B) against any other transaction that would interfere with, delay, restrict, or otherwise adversely affect such Drag Transaction, and (C) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) relating to such Drag Transaction or that could result in any of the conditions to the closing obligations under such agreement(s) not being fulfilled, and, in connection therewith, to be present (in person or entity makes by proxy) at all relevant meetings of the shareholders of the Company (or adjournments thereof) or to approve and execute all relevant written consents in lieu of a bona fide offer meeting; (iii) not exercise any dissenters’ or appraisal rights under applicable Law with respect to acquire such Drag Transaction; (iv) take all necessary actions in connection with the consummation of such Drag Transaction as reasonably requested by the Drag-Along Transferors, including but not limited to the execution and delivery of any share transfer or other agreements prepared in connection with such Drag Transaction, and the delivery, at the closing of such Drag Transaction involving a sale of Shares, of all certificates representing Shares held or controlled by such holder, duly endorsed for transfer or accompanied by a duly executed share transfer form, or affidavits and indemnity undertakings with respect to lost certificates; and (v) restructure such Drag Transaction, as and if reasonably requested by the Drag-Along Transferors, as a merger, consolidation, restructuring or similar transaction, or a sale of all or substantially all of the stock, assets (either in terms of quantities or business value) of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. . 10.2 In the event that the Subscriber any such Non-Transferring Party fails or refuses for any reason to comply with the provisions of this Section 6, the Company, the other holders take any of the Company’s capital stock and the purchaser foregoing actions in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender Section 10.1 after receipt of the specified consideration Drag Notice, such Non-Transferring Party hereby grants an irrevocable power of attorney and proxy to any Drag-Along Transferor to take all necessary actions and to execute and deliver all documents deemed by such Drag-Along Transferor to be reasonably necessary or appropriate to effectuate the terms of Section 10.1. Shareholders Agreement 10.3 None of the transfer restrictions set forth in this Agreement shall apply in connection with a Drag Transaction, notwithstanding anything contained to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceasecontrary herein.

Drag Along. If 8.1 If the Approving Shareholders (aas defined below) any person vote in favor of or entity makes a bona fide offer otherwise consent in writing to acquire (i) sell or transfer all or substantially all of the stockshares, assets or business of the CompanyCompany in any transaction or a series of transactions, by mergerincluding without limitation any Liquidation Event (a “Change of Control”) or (ii) a proposed initial public offering or financing transaction (“Approved Transaction”), sale then the Company shall promptly notify each of assets or otherwise, (b) such transaction is approved by the Company’s Board remaining shareholders of Directors the Company (the “BoardRemaining Shareholders”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares) in writing of such vote, consent and/or agreement and the material terms and conditions of such Change of Control or Approved Transaction, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (cthe “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, and/or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders, provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares, Series A Shares, Series B Shares and the Series C Preferred Shares in order to reflect any liquidation preference of the Series C Preferred Shares. For purpose of this Section 8.1, the “Approving Shareholders” shall mean the approval of (i) the holders of a majority of the then outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transactionOrdinary Shares, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction Series C Supermajority (voting separately as a single class on the terms consented to by the Board and Requisite Partiesan as-converted basis), and (iii) execute and deliver such instruments (A) if any Change of saleControl would result in aggregate Proceeds of less than US$130 million, transfer and exchange and take such other actionany Approved Transaction that is an initial public offering would not qualify as a Qualified IPO, including executing any purchase agreement, merger agreement, escrow agreement Approved Transaction that is a financing transaction would be at a price per share less than the Series C Preferred Share Issue Price or related documents, be led by any affiliate of a holder of Series C Preferred Shares or any transaction where the Junior Preferred Sale Conditions (as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transactiondefined below) are not met, the Subscriber shall deliverJunior Preferred Majority, against receipt or (B) if any Change of Control would result in aggregate Proceeds of at least US$130 million, any Approved Transaction that is an initial public offering would qualify as a Qualified IPO, or any Approved Transaction that is a financing transaction (which is not led by any affiliate of a holder of Series C Preferred Shares) would be at a price per share of at least the Series C Preferred Share Issue Price, the holders of a majority of the consideration payable in such transaction, certificates representing then outstanding Preferred Shares (voting together as a single class on an as-converted basis). “Proceeds” shall mean the shares funds received from a transaction that is distributed or available to be distributed to the shareholders of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the excluding any contingent or deferred payments (other holders than payments funded to an escrow or retained as part of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceasea holdback).

Drag Along. If (a) In the event the Manager approves a Change of Control in accordance with this Agreement and the Members by Majority Vote approve such Change of Control in writing, specifying that this Section 10.6 shall apply to such transaction, then each Member hereby agrees: (1) if such Change in Control requires Member approval, with respect to all Units that such Member owns or over which such Member otherwise exercises voting power, to vote (A) all such Units in favor of, and adopt, such Change of Control (together with any person or entity makes a bona fide offer related amendment to acquire all or substantially all of the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board governance documents required in order to implement such Change of Directors (the “Board”) Control), and (cB) in opposition to any and all other proposals that could reasonably be expected to delay or impair the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock ability of the Company to consummate such Change of Control; (2) if such Change of Control is to be effected by sale of the Units to a third party, to sell the same proportion of Units beneficially held by themsuch Member as is being sold by all other Members and, except as permitted in favor of such transactionthis Section below, to on the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock same terms and conditions as holders of the Company in connection with such transaction on the terms consented same class or series of Units are so selling; (3) to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange all related documentation and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, action in support of the Change of Control as may shall reasonably be reasonably required requested by the Company in order to carry out the terms and provisions of this Section 7. At 10.6, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, exchange agreement, consent, waiver, governmental filing, certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (4) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Units owned by such Member or its Affiliate in a voting trust or subject any Units to any arrangement or agreement with respect to the closing voting of such transactionUnits, unless specifically requested to do so by the acquirer in connection with the Change of Control; (5) not to assert or exercise any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Change of Control; and (6) if the consideration to be paid in exchange for the Units in any Change of Control includes any securities and due receipt thereof by any Member would require under applicable law (A) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities, or (B) the provision to any Member of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D, as promulgated under the Securities Act of 1933, as amended, the Subscriber shall deliverCompany may cause to be paid to any such Member in lieu thereof, against receipt surrender of the consideration payable Units which would have otherwise been sold by such Member, an amount in such transaction, certificates representing cash equal to the shares of capital stock fair value (as determined in good faith by the Company) of the Company securities which such party holds Member would otherwise receive as of record or beneficiallythe date of the issuance of such securities in exchange for such Member’s Units. (b) Notwithstanding the foregoing, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses no Member will be required to comply with the foregoing in connection with any proposed Change of Control unless: (1) any representations and warranties to be made by such Member in connection with such proposed Change of Control are limited to representations and warranties related to authority, ownership and the ability to convey title to such Member’s Units, including, without limitation, representations and warranties that (A) the Member holds all right, title and interest in and to the Units such Member purports to hold, free and clear of all liens and encumbrances, (B) the obligations of the Member in connection with the proposed Change of Control have been duly authorized, if applicable, (C) the documents to be entered into by the Member have been duly executed by the Member and delivered to the acquirer and are enforceable against the Member in accordance with their respective terms, and (D) neither the execution and delivery of documents to be entered into in connection with such proposed Change of Control, nor the performance of the Member’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (2) Member shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with such proposed Change in Control, other than the Company (except to the extent that funds may be paid in proportion to the amount of consideration to be received by such Member out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members); and (3) the liability for indemnification, if any, of such Member in such proposed Change of Control and for the inaccuracy of any representations and warranties made by the Company in connection with such proposed Change of Control, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members), and is pro rata in proportion to the amount of consideration paid to such Member in connection with such proposed Change of Control (in accordance with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock governance documents). (c) Each Member hereby constitutes and appoints the purchaser in such transactionManager with full power of substitution, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender as the proxies of the specified consideration to the Subscriber, the rights of the Subscriber party with respect to the shares matters set forth in this Section 10.6, and hereby authorizes each of capital stock them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Member’s Units in accordance with this Section. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company held by such Subscriber and the Members in connection with this Agreement and, as such, is coupled with an interest and shall ceasebe irrevocable unless and until this Agreement terminates. Each Member hereby revokes any and all previous proxies with respect to the Units and shall not hereafter, unless and until this Agreement terminates, purport to grant any other proxy or power of attorney with respect to any of the Units, deposit any of the Units into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Units, in each case, with respect to any of the matters set forth herein.

Drag Along. If (a) any person or entity makes a bona fide offer to acquire all or substantially all If Resolute Investors holding, in the aggregate, at least fifty percent (50%) of the stockCommon Shares (the “Selling Shareholders”) agree to enter into a transaction which would result in the Transfer of all the Common Shares owned by the Selling Shareholders to a non-Affiliate third party (the “Drag-Along Buyer”), assets or business the Selling Shareholders may deliver written notice (a “Drag-Along Notice”) to the Participant, stating that such Selling Shareholders wish to exercise their rights under this Section 10 with respect to such Transfer, and setting forth the name and address of the CompanyDrag-Along Buyer, the number of Common Shares proposed to be Transferred, the proposed amount and form of the consideration, and all other material terms and conditions offered by merger, sale of assets or otherwise, the Drag-Along Buyer. (b) such transaction is approved Upon delivery of a Drag-Along Notice, the Participant shall be required to Transfer all, but not less than all, of his Common Shares, upon the same terms and conditions (including, without limitation, as to price, time of payment and form of consideration) as agreed by the CompanySelling Shareholders and the Drag-Along Buyer, and shall make to the Drag-Along Buyer representations, warranties, covenants, indemnities and agreements comparable to those made by the Selling Shareholders in connection with the Transfer (other than any non-competition or similar agreements or covenants that would bind the Participant), and shall agree to the same conditions to the Transfer as the Selling Shareholders agree, it being understood that all such representations, warranties, covenants, indemnities and agreements shall be made by each Selling Shareholder and the Participant severally and not jointly and that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of the Participant as to the unencumbered title to its Common Shares and the power, authority and legal right to Transfer such Common Shares, the aggregate amount of the liability of the Participant shall not exceed either (i) such Participant’s Board pro rata portion of Directors any such liability, to be determined in accordance with such Participant’s portion of the total number of Common Shares included in such Transfer or (ii) the “Board”) and proceeds to such Participant in connection with such Transfer. (c) In the holders of event that any such Transfer is structured as a majority of the outstanding shares of all classes of the Company’s preferred stock par valuemerger, par value $0.00001 per share (collectivelyamalgamation, consolidation, or similar business combination, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated Participant agrees to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with take such other action as may be required to effect such transaction on the terms consented (subject to by the Board and Requisite Parties, Section 10(b)) and (iii) execute take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) Solely for purposes of Section 10 and deliver such instruments in order to secure the performance of salethe Participant’s obligations under this Section 10, transfer the Participant hereby: (i) appoints each Drag-Along Proxy Holder (as defined in Section 10(e)) acting severally: the attorney-in-fact of the Participant (with full power of substitution) for the purpose of signing written resolutions circulated for the purpose of obtaining any approval contemplated by Section 10(c) on behalf of the Participant; and exchange (ii) agrees on the date hereof to grant a proxy to each Drag-Along Proxy Holder in a customary form specified by the Drag-Along Proxy-Holder for the purpose of voting the voting Securities held by the Participant at a general meeting convened for the purpose of obtaining any approval contemplated by Section 10(c). The Participant acknowledges and agrees that the power of attorney granted by the Participant pursuant to this Section 10(d) is coupled with an interest and is irrevocable, and that the proxy to be granted pursuant to this Section 10(d) shall be coupled with an interest and shall be irrevocable. (e) For purposes of Section 10, each “Drag-Along Proxy Holder” shall be an individual nominated for this purpose by any Selling Shareholder. (f) The Participant agrees to take such further action and to execute such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, instruments as may be reasonably required by necessary to effect the Company in order appointment of attorneys-in-fact and proxies pursuant to carry out the terms and provisions of this Section 7. At the closing of such transaction10, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure Participant hereby revokes any power of attorney or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber proxy previously granted by it with respect to the shares matters set forth in this Section 10 for purposes of, respectively, any written resolutions circulated or any general meeting convened for the purpose of capital stock obtaining any approval contemplated by Section 10(c). (g) The Participants agree that the Selling Shareholders shall be third party beneficiaries of the Company held by Participant’s agreements and obligations pursuant to this Section 10 and shall be entitled to enforce such Subscriber shall ceaseagreement and obligations against the Participant.

Drag Along. If (a) In the event the Manager approves a Change of Control in accordance with this Agreement and the Members by Majority Vote approve such Change of Control in writing, specifying that this Section 10.1 shall apply to such transaction, then each Member hereby agrees: (1) if such Change in Control requires Member approval, with respect to all Units that such Member owns or over which such Member otherwise exercises voting power, to vote (A) all such Units in favor of, and adopt, such Change of Control (together with any person or entity makes a bona fide offer related amendment to acquire all or substantially all of the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board governance documents required in order to implement such Change of Directors (the “Board”) Control), and (cB) in opposition to any and all other proposals that could reasonably be expected to delay or impair the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock ability of the Company to consummate such Change of Control; (2) if such Change of Control is to be effected by sale of the Units to a third party, to sell the same proportion of Units beneficially held by themsuch Member as is being sold by all other Members and, except as permitted in favor of such transactionthis Section below, to on the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock same terms and conditions as holders of the Company in connection with such transaction on the terms consented same class or series of Units are so selling; (3) to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange all related documentation and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, action in support of the Change of Control as may shall reasonably be reasonably required requested by the Company in order to carry out the terms and provisions of this Section 7. At 10.1, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, exchange agreement, consent, waiver, governmental filing, certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (4) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Units owned by such Member or its Affiliate in a voting trust or subject any Units to any arrangement or agreement with respect to the closing voting of such transactionUnits, unless specifically requested to do so by the acquirer in connection with the Change of Control; (5) not to assert or exercise any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Change of Control; and (6) if the consideration to be paid in exchange for the Units in any Change of Control includes any securities and due receipt thereof by any Member would require under applicable law (A) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities, or (B) the provision to any Member of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D, as promulgated under the Securities Act of 1933, as amended, the Subscriber shall deliverCompany may cause to be paid to any such Member in lieu thereof, against receipt surrender of the consideration payable Units which would have otherwise been sold by such Member, an amount in such transaction, certificates representing cash equal to the shares of capital stock fair value (as determined in good faith by the Company) of the Company securities which such party holds Member would otherwise receive as of record or beneficiallythe date of the issuance of such securities in exchange for such Member’s Units. (b) Notwithstanding the foregoing, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses no Member will be required to comply with the foregoing in connection with any proposed Change of Control unless: (1) any representations and warranties to be made by such Member in connection with such proposed Change of Control are limited to representations and warranties related to authority, ownership and the ability to convey title to such Member’s Units, including, without limitation, representations and warranties that (A) the Member holds all right, title and interest in and to the Units such Member purports to hold, free and clear of all liens and encumbrances, (B) the obligations of the Member in connection with the proposed Change of Control have been duly authorized, if applicable, (C) the documents to be entered into by the Member have been duly executed by the Member and delivered to the acquirer and are enforceable against the Member in accordance with their respective terms, and (D) neither the execution and delivery of documents to be entered into in connection with such proposed Change of Control, nor the performance of the Member’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (2) Member shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with such proposed Change in Control, other than the Company (except to the extent that funds may be paid in proportion to the amount of consideration to be received by such Member out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members); and (3) the liability for indemnification, if any, of such Member in such proposed Change of Control and for the inaccuracy of any representations and warranties made by the Company in connection with such proposed Change of Control, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members), and is pro rata in proportion to the amount of consideration paid to such Member in connection with such proposed Change of Control (in accordance with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock governance documents). (c) Each Member hereby constitutes and appoints the purchaser in such transactionManager with full power of substitution, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender as the proxies of the specified consideration to the Subscriber, the rights of the Subscriber party with respect to the shares matters set forth in this Section 10.1, and hereby authorizes each of capital stock them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Member’s Units in accordance with this Section. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company held by such Subscriber and the Members in connection with this Agreement and, as such, is coupled with an interest and shall ceasebe irrevocable unless and until this Agreement terminates. Each Member hereby revokes any and all previous proxies with respect to the Units and shall not hereafter, unless and until this Agreement terminates, purport to grant any other proxy or power of attorney with respect to any of the Units, deposit any of the Units into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Units, in each case, with respect to any of the matters set forth herein.

Drag Along. If4.1 In the event that the Requisite Parties (as defined in the Memorandum and Articles) approve a Sale of the Company (as defined in the Memorandum and Articles) and such proposed approved Sale of the Company implies a valuation of the Company of at least an amount equal to the Drag Threshold Valuation (as defined in the Memorandum and Articles), then each other shareholder of the Company (each, a “Dragged Shareholder”) hereby agrees with respect to all Shares which he, she or it own(s) or over which he, she or it otherwise exercises voting or dispositive authority: (ai) in the event such transaction is to be brought to a vote at a shareholder meeting, after receiving proper notice of any person or entity makes a bona fide offer to acquire all or substantially all meeting of the stock, assets or business shareholders of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by to vote on the Company’s Board of Directors (the “Board”) and (c) the holders approval of a majority of the outstanding shares of all classes Sale of the Company’s preferred stock par value, par value $0.00001 per share (collectivelyto be present, in person or by proxy, as a holder of voting shares, at all such meetings and be counted for the “Requisite Parties”) consent in writing to such transaction (including by means purposes of determining the presence of a quorum at such meetings; (ii) to vote (in person, by proxy or stockholder consent voting by action by written resolution or consent, as applicable) all Shares in favor of such transaction)Sale of the Company and in opposition to any and all other proposals that could reasonably be expected to delay or impair the Sale of the Company; (iii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company; (iv) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Requisite Parties; (v) if the Sale of the Company is structured as a Share Sale, then to sell the Subscriber shall be obligated to (i) vote all same proportion of his, her or its Shares as is being sold by the Requisite Parties who are shareholders of the Company, and, except as permitted in Section 4.2 below, on the same terms and conditions as approved by the Requisite Parties; (vi) not to deposit, and to cause their Affiliates not to deposit, except as provided in the Memorandum and Articles, any Shares owned by such Dragged Shareholder or Affiliate in a voting trust or subject any such Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Sale of the Company; (vii) if the consideration to be paid in exchange for the Shares includes any securities and due receipt thereof by any Dragged Shareholder would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the United States Securities Act of 1933, as amended, the Company may cause to be paid to any such Dragged Shareholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such shareholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such shareholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and (viii) in the event that the Requisite Parties, in connection with such Sale of the Company, appoint a shareholder representative (the “Shareholder Representative”) with respect to matters affecting the shareholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, (a) to consent to (x) the appointment of such Shareholder Representative, (y) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (z) the payment of such shareholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any other capital stock and all reasonable fees and expenses to such Shareholder Representative in connection with such Shareholder Representative’s services and duties in connection with such Sale of the Company held and its related service as the Shareholder Representative, and (b) not to assert any claim or commence any suit against the Shareholder Representative or any other shareholder with respect to any action or inaction taken or failed to be taken by themthe Shareholder Representative in connection with its service as the Shareholder Representative, absent fraud or willful misconduct. 4.2 Notwithstanding the foregoing, a Dragged Shareholder will not be required to comply with Section 4.1 above in favor connection with any proposed Sale of the Company (the “Proposed Sale”) unless: (i) any representations and warranties to be made by such Dragged Shareholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such shareholder’s Shares, including the representations and warranties that (a) the Dragged Shareholder holds all right, title and interest in and to the Shares such Dragged Shareholder purports to hold, free and clear of all liens and encumbrances, (b) the obligations of the Dragged Shareholder in connection with the transaction have been duly authorized, if applicable, (c) the documents to be entered into by the Dragged Shareholder have been duly executed by the Dragged Shareholder and delivered to the acquirer and are enforceable against the Dragged Shareholder in accordance with their respective terms and (d) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Dragged Shareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency by which such Dragged Shareholder is subject or bound. (ii) the Dragged Shareholder shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any shareholder of any identical representations, warranties and covenants provided by all shareholders). (iii) the liability for indemnification, if any, of such vote is required Dragged Shareholder in the Proposed Sale and for the consummation inaccuracy of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of any representations and warranties made by the Company in connection with such transaction on Proposed Sale, is several and not joint with any other person (except to the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as extent that funds may be reasonably required by the Company in order paid out of an escrow established to carry out the terms cover breach of representations, warranties and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock covenants of the Company which as well as breach by any shareholder of any identical representations, warranties and covenants provided by all shareholders), and is pro rata in proportion to the amount of consideration paid to such party holds of record or beneficially, Dragged Shareholder in connection with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply such Proposed Sale (in accordance with the provisions of this Section 6the Memorandum and Articles). (iv) liability shall be limited to such Dragged Shareholder’s applicable Share (determined based on the respective proceeds payable to each shareholder in connection with such Proposed Sale in accordance with the provisions of the Memorandum and Articles) of a negotiated aggregate indemnification amount that applies equally to all shareholders but that in no event exceeds the amount of consideration otherwise payable to such Dragged Shareholder in connection with such Proposed Sale, except with respect to claims related to fraud by such shareholder, the Companyliability for which need not be limited as to such Dragged Shareholder. (v) upon the consummation of the Proposed Sale, the other holders (a) each holder of each class or series of the Company’s capital stock shares will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series, (b) each holder of a series of Preferred Shares will receive the same amount of consideration per Preferred Share of such series as is received by other holders in respect of their Preferred Shares of such same series, (c) each holder of Ordinary Shares will receive the same amount of consideration per Ordinary Share as is received by other holders in respect of their Ordinary Shares, and (d) unless the Majority Preferred Holders elect to receive a lesser amount by written notice given to the Company at least ten (10) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of Preferred Shares and Ordinary Shares shall be allocated among the holders of Preferred Shares and Ordinary Shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Shares and the purchaser holders of Ordinary Shares are entitled in such transactiona Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Memorandum and Articles in effect immediately prior to the Proposed Sale. (vi) subject to Section 4.2(v) above, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender requiring the same form of the specified consideration to the Subscriber, the rights of the Subscriber with respect be available to the holders of any single class or series of shares, if any holders of a series or class of shares of capital stock of the Company held are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such series or class of shares will be given the same option; provided, however, that nothing in this Section 4.2 (vi) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s shareholders. (vii) if such Dragged Shareholder is not an appointed officer of the Company or any other Group Company, such Dragged Shareholder is not required in connection with such Proposed Sale to agree to (x) any covenant not to compete with any party and/or (y) any covenant not to solicit or hire customers, employees or suppliers of any party. 4.3 No Dragged Shareholder shall be a party to any Share Sale unless all holders of Preferred Shares are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Memorandum and Articles in effect immediately prior to the Share Sale (as if such transaction were a Deemed Liquidation Event) unless the Majority Preferred Holders elect otherwise by written notice given to the Company prior to the effective date of any such Subscriber shall ceasetransaction or series of related transactions.

Drag Along. If (a) Subject to any person approval or entity makes a bona fide offer to acquire other rights in this Agreement, if after the expiration of the Restricted Period, the Buyer sells all or substantially all the Fully Diluted Common Stock owned by it (whether pursuant to a sale, merger or other consolidation, a "Company Sale") in a bona fide arm's-length transaction to a third party that is not an Affiliate of the stock, assets Buyer or business of the Company, by merger, sale of assets or otherwise, Company (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transactionan "Independent Third Party"), then the Subscriber Buyer shall be obligated have the right, subject to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 68.2 ("Drag-Along Right"), to require NRG to (i) if such Company Sale is structured as a sale of stock, sell, transfer and deliver or cause to be sold, transferred and delivered to such Independent Third Party all shares of Fully Diluted Common Stock, owned or held by it or (ii) if such Company Sale requires the Company, the other holders consent or approval of the Company’s capital stock and the purchaser 's stockholders, vote NRG's shares of Common Stock in such transactionfavor thereof, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in any such event event, except to the extent otherwise provided in subsection (c) of this Section 8.2, NRG shall agree to and upon tender shall be bound by the same terms, provisions and conditions in respect of the specified consideration Company Sale as are applicable to the SubscriberBuyer. The provisions of Section 8.1 shall not apply to any transactions to which this Section 8.2 applies. (b) If the Buyer desires to exercise its Drag-Along Rights, it shall give written notice to the other Stockholder ("Drag-Along Notice") of the Company Sale, setting forth the name and address of the transferee, the rights date on which such transaction is proposed to be consummated (which shall be not less than 30 days after the date such Drag-Along Notice is given), and the proposed amount of cash consideration and terms and conditions of payment offered by such transferee. (c) The obligations of the Subscriber Stockholders in respect of a Company Sale under this Section 8.2 are subject to the satisfaction of the following conditions: (i) subject to (v) below, upon the consummation of the Company Sale, consideration of equivalent value in cash or Cash Equivalents realized upon such Company Sale shall be paid or distributed in respect of each share of Common Stock then issued and outstanding; (ii) each holder of then currently exercisable rights to acquire shares of Common Stock will be given a reasonable opportunity to exercise such rights prior to the consummation of the Company Sale and thereby to participate in such sale as a holder of such Common Stock; (iii) there shall be no liability of NRG for indemnification in respect of any matters arising pursuant to or in connection with the Company Sale, other than with respect to the NRG's ownership of its shares of capital stock Common Stock; (iv) NRG shall not be required to make general representations or warranties regarding the financial condition, business, assets or affairs of the Company held and its Subsidiaries; (v) the valuation of NRG's shares of Common Stock shall take into account not only the consideration received by such Subscriber the Buyer for its Common Stock but also any consideration received by the Buyer or its for the sale, transfer or disposition of any ownership or other interests, contract rights, permits or any other asset of the Buyer or its Affiliates with respect to its investment in the Company related to or contemplated by the sale of the Buyer's Common Stock; and (vi) NRG shall ceasebe given a reasonable opportunity to review and provide comments to the agreements or documents relating to the Company Sale.

Drag Along. If 8.1. In the event that (a) any person or entity makes a bona fide offer to acquire all or substantially all of the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (ci) the holders of a majority at least [***] percent ([***]%) of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share Ordinary Shares (collectively, on an as-converted basis) (the “Requisite PartiesApproving Shareholders”); and (ii) consent the Board of Directors approve in writing writing, to such sell or transfer the shares or assets of any Group Company in any transaction or a series of related transactions that would qualify as a Liquidation Event, to a bona fide third party, or a group of bona fide related parties (including by means the “Change of a proxy or stockholder consent voting in favor of such transactionControl”), then the Subscriber Company shall promptly notify each of the remaining shareholders of the Company (the “Remaining Shareholders”, including without limitation, each of the holders of Ordinary Shares and Series A Preferred Shares) in writing of such vote, consent and/or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, and/or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the share capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders. 8.2. Notwithstanding the foregoing, a Remaining Shareholder will not be obligated required to comply with Section 8.1 above in connection with any proposed Change of Control, unless the liability for indemnification, if any, of such Remaining Shareholder in the Change of Control and for the inaccuracy of any representations and warranties made by the Company and/or its shareholders in connection with such Change of Control, is several and not joint with any other Person, and is proportionate to, and does not exceed, the amount of consideration paid to such Remaining Shareholder in connection with such Change of Control. 8.3. In furtherance of the foregoing, the Company is hereby expressly authorized by each Remaining Shareholder to take any or all of the following actions on such Remaining Shareholder’s behalf (without receipt of any further consent by such Remaining Shareholder), provided such Remaining Shareholder fails to take necessary actions as required under the Drag Along Instructions, to: (i) vote all of his, her or its Securities and any other capital stock the voting securities of the Company held by them, such Remaining Shareholder in favor of such transaction, to the extent any such Change of Control and cause the director(s) appointed by such Remaining Shareholder to vote is required for the consummation in favor of any such transaction, Change of Control; (ii) if applicableotherwise consent on such Remaining Shareholder’s behalf to such Change of Control; (iii) sell all of such Remaining Shareholder’s shares in such Change of Control, sellin accordance with the terms and conditions of this Section; and/or (iv) act as the Remaining Shareholder’s attorney in fact in relation to any such Change of Control and have the full authority to sign and deliver, on behalf of such Remaining Shareholder, share transfer certificates, share sale or exchange all agreements and certificates of his, her or its indemnity relating to any shares of in the share capital stock of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate. Notwithstanding anything to the contrary in the Shareholders Agreement, none of the transfer restrictions set forth in the Shareholders Agreement shall apply in connection with such transaction on the terms consented Change of Control. 8.4. Upon written notice to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out from the terms and provisions of this Section 7. At the closing of such transactionApproving Shareholders, the Subscriber Company shall deliverinitiate a process intended to result in a Change of Control and shall cause its officers, against receipt employees, consultants, counsel and advisors to take all necessary and appropriate actions to facilitate a Change of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceaseControl.

Drag Along. If (a) any person or entity makes a bona fide offer to acquire all or substantially all of the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails Founder, the Board and the Investors holding at least two-thirds (2/3) of the Series A Preferred Shares (including all shares resulting from conversion of the Series A Preferred Shares) approve either: (i) a transaction or refuses series of related transactions in which a Person, or a group of related Persons, propose to comply with acquire from shareholders of the provisions Company shares representing more than fifty percent (50%) of this Section 6, the outstanding Equity Securities of the Company, the other holders or (ii) a transaction that qualifies as a Liquidation Event (collectively referred to as a “Sale of the Company’s capital stock and ”), then the purchaser Ordinary Shareholders hereby agrees with respect to all Equity Securities that it holds: (A) in the event such transactiontransaction requires the approval of shareholders, (i) to be present, in person or by proxy, as a holder of shares, at their option, may elect any shareholder meeting to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender vote on the approval of a Sale of the specified consideration Company and be counted for the purposes of determining the presence of a quorum at such meetings if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of such meetings; and (ii) to vote (in person, by proxy or by action by written consent, as applicable) all shares held by such shareholder in favor of such Sale of the Subscriber, Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (B) to refrain from exercising any dissenters’ rights of rights of appraisal under applicable law at any time with respect to such Sale of the Subscriber Company; (C) to execute and deliver all required documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (D) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the shares voting of capital stock such securities, unless specifically requested to do so by the acquirer in connection with a Sale of the Company held by such Subscriber shall ceaseCompany.

Drag Along. IfIn the event the Board and the Founder approve a Sale of the Company and notify the Shareholders that this Section 3.2 shall apply to such transaction, each of the Shareholders shall agree as follows: (a) any person if such transaction requires shareholder approval, then, with respect to all Shares that such Shareholder owns or entity makes a bona fide offer over which such Shareholder otherwise exercises voting power over, such Shareholder shall vote (in person, by proxy or by action by written consent, as applicable) all its Shares in favor of, and to acquire all or substantially all adopt, such Sale of the stock, assets Company and shall vote in opposition to any and all other proposals that could delay or business impair the ability of the Company or the Founder to consummate such Sale of the Company, by merger, sale of assets or otherwise, ; (b) if such transaction is approved a Stock Sale, such Shareholder shall sell the same proportion of Shares of Common Stock beneficially held by such Shareholder as is being sold by the Company’s Board Founder and on the same terms and conditions as the Founder, provided that, nothwithstanding any other provision of Directors this Section 3.1. (the “Board”) and e), OPC shall be entitled to sell all its Shares; (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber Shareholder shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange all related documentation and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, action in support of the Sale of the Company at such times as may shall be reasonably required requested by the Company Board or the Founder in order to carry out the terms and provisions of this Section 7. At 3.2, including, without limitation, executing and delivering instruments of conveyance and transfer, stock powers, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of liens, claims and encumbrances) and any similar or related documents, and approving and appointing any shareholder representative selected by the closing of Company or the Founder; (d) such transactionShareholder shall not deposit, except as provided in this Agreement, any Shares owned by such Shareholder in a voting trust or subject, except as provided in this Agreement, any such Shares to any arrangement or agreement with respect to voting such Shares, unless specifically requested to do so by the Subscriber shall deliver, against receipt acquirer in connection with the Sale of the consideration payable in Company; (e) such transaction, certificates representing the shares Shareholder shall refrain from exercising any dissenters’ rights or rights of capital stock appraisal under applicable law at any time with respect to such Sale of the Company which and shall waive all such party holds of record or beneficiallyrights; and (f) the expenses (including, without limitation reasonable legal expenses and disbursements) incurred by the Company in connection with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock a Sale of the Company held shall be borne by such Subscriber shall ceasethe Company.

Drag Along. If (ai) any person or entity makes a bona fide offer to acquire all or substantially all of In the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by event that the Company’s Board of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company that represent a majority by voting power of all outstanding shares of capital stock of the Company (the “Majority Stockholders”) approve a Corporate Transaction, then MD ▇▇▇▇▇▇▇▇ hereby agrees with respect to all shares of capital stock that MD ▇▇▇▇▇▇▇▇ holds and any other Company securities over which it otherwise exercises dispositive power, including without limitation the Shares: (ii) in the event such Corporate Transaction requires the approval of the stockholders of the Company, (A) if the matter is to be brought to a vote at a stockholder meeting, after receiving proper notice of any meeting of stockholders of the Company to vote on the approval of such Corporate Transaction, to be present, in person or by proxy, as a holder of shares of capital stock, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (B) to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock held by them, (or for the benefit of) MD ▇▇▇▇▇▇▇▇ in favor of such transactionCorporate Transaction and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Corporate Transaction; (iii) in the event that the Corporate Transaction is to be effected by the sale of shares of capital stock by the Majority Stockholders (the “Selling Holders”) without the need for stockholder approval, MD ▇▇▇▇▇▇▇▇ agrees to sell all shares of capital stock beneficially held by MD ▇▇▇▇▇▇▇▇ (or in the event that the Selling Holders are selling fewer than all of their shares of capital stock of the Company, shares in the same proportion as the Selling Holders are selling) to the extent Person to whom the Selling Holders propose to sell their shares of capital stock of the Company; (iv) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Corporate Transaction; (v) to execute and deliver all related documentation and take such other action in support of the Corporate Transaction as shall reasonably be requested by the Company; and (vi) not to deposit, and to cause MD Anderson’s affiliates not to deposit, any voting securities owned by MD ▇▇▇▇▇▇▇▇ or MD Anderson’s affiliates in a voting trust or subject any such vote is required for voting securities to any arrangement or agreement with respect to the consummation voting of such transactionshares of capital stock of the Company, unless specifically requested to do so by the acquiror in connection with a Corporate Transaction. (iivii) if applicableNotwithstanding the foregoing, sell, transfer MD ▇▇▇▇▇▇▇▇ will not be required to comply with this Section 5(a) in connection with any proposed Corporate Transaction unless: (A) MD ▇▇▇▇▇▇▇▇ receives with respect to MD Anderson’s shares of a class or exchange all series of capital stock consideration per share that is no less than every other stockholder participating in the transaction with respect to his, her or its shares of the same class or series of capital stock of stock; (B) the Company proceeds payable to MD ▇▇▇▇▇▇▇▇ in connection with such transaction on are equal to or greater than the terms consented proceeds required to by be paid to MD ▇▇▇▇▇▇▇▇ pursuant to the Board and Requisite Parties, and Company’s Certificate of Incorporation; (iiiC) execute and deliver the maximum liability of MD ▇▇▇▇▇▇▇▇ in connection with such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of Corporate Transaction does not exceed the consideration payable to MD ▇▇▇▇▇▇▇▇ in such transactiontransaction (other than in the case of potential liability for fraud, certificates representing willful or intentional breach, or willful or intentional misconduct or breach of a representation by MD ▇▇▇▇▇▇▇▇ relating to MD Anderson’s title to its securities as to which liability there need not be any such limitation); and (D) the terms of such Corporate Transaction applicable to MD ▇▇▇▇▇▇▇▇ are materially no less favorable than the terms applicable to each other stockholder holding the same class or series of shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceaseas MD ▇▇▇▇▇▇▇▇.

Drag Along. If (a) In the event that any person or entity makes a bona fide offer (“Acquirer”) offers to acquire all or substantially all the entire issued share capital of the stockCompany at a consideration of not less than HK$1,000,000,000 (“Drag Along Event”), assets or business the holders of two-thirds of all the Shares then issued by the Company, calculated, in the case of any Series A Preferred Shares, on an as-if-converted basis (the “Two-Thirds Shareholders”), shall have the right to give notice (“Drag Along Notice”) to all other Shareholders to require all other Shareholders to sell and transfer all (but not part) of their Shares to the Acquirer and (if applicable) the benefit of all loans owing by mergerany Group Company to the Shareholders, sale of assets or otherwisesubject to and upon such terms and conditions as the Two-Thirds Shareholders may require (including, for example, title warranties from each Shareholders). (b) such transaction is approved After receipt of the Drag Along Notice by the Company’s Board of Directors other Shareholders, such Shareholders shall sell and transfer, and shall procure all other Shareholders (other than the “Board”Two-Thirds Shareholders) to sell and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transactiontransfer, to the extent Acquirer all their Ordinary Shares and other Shares and (if applicable) the benefit of all loans owing by any Group Company to the Shareholders, and shall sign and execute, and procure all other Shareholders (other than the Two-Thirds Shareholders) and the Company to sign and execute, such vote is documents, deeds and instruments as required by the Two-Thirds Shareholders and shall take such steps, and procure all other Shareholders (other than the Two-Thirds Shareholders) and the Company to take such steps, as required by the Two-Thirds Shareholders for the consummation purposes of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Partiessale. The Series A Preferred Shareholders undertake severally that once they are aware of any prospects of an Acquirer making an offer, and (iii) execute and deliver such instruments of sale, transfer and exchange and they shall not take such other action, including executing any purchase agreement, merger agreement, escrow agreement step or related documents, as action which may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable result in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record offer being frustrated or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceasematerially revised.

Drag Along. If (a) 24.1. Until the closing of an IPO and notwithstanding anything to the contrary in these Articles, if any person one or entity makes a bona fide offer to acquire all or substantially all of the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors more Shareholders (the “BoardSelling Shareholders”) and (c) the holders of a majority who together hold more than 65% of the outstanding shares of all classes then issued Shares of the Company’s preferred stock par value, par value $0.00001 per share Company on an as converted basis (collectivelythe “Approval Threshold”) approve a Liquidation Event (in this Article, the “Requisite PartiesApplicable Liquidation Event”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber Selling Shareholders shall be obligated have the option to (i) vote require all of his, her or its Securities other Shareholders and any other capital stock person who may become a holder of Shares in the Company held by themupon exercise of any options, warrants or other rights to subscribe for Shares in favor the Company which exist at the date of such transactionapproval (together, the “Called Shareholders”) to Transfer all their Transferred Shares (as defined below) in the Company pursuant to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transferArticle ‎24. 24.2. In the event that the Subscriber fails Approval Threshold is met, any Transfer of Transferred Shares in the Company by any Called Shareholder shall be absolutely prohibited. In addition, each Called Shareholder shall: 24.2.1. at every meeting of the Shareholders called with respect to any of the following, and at every adjournment or refuses postponement thereof, and on every action or approval by written consent of the Shareholders with respect to comply with any of the provisions following, notwithstanding any no sale right, first refusal rights or other rights to which such Shareholder may be entitled or by which it may bound, vote all Shares of the Company that such Called Shareholders then hold or for which such Called Shareholders otherwise then have voting power (collectively, for the purposes of this Section 6Article ‎24, the Company“Transferred Shares”): (A) in favor of approval of the Applicable Liquidation Event and any matter that could reasonably be expected to facilitate the Applicable Liquidation Event, and (B) against any proposal for any sales of Shares or sale of assets (other than the Applicable Liquidation Event) between the Company and any person or entity other holders than the party or parties to the Applicable Liquidation Event or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) related to the Applicable Liquidation Event or which could result in any of the conditions to the Company’s capital stock and obligations under such agreement(s) not being fulfilled; 24.2.2. if the purchaser in Applicable Liquidation Event is structured as a sale of Shares, each Called Shareholder shall, notwithstanding any no sale right, first refusal rights or other rights to which such transactionCalled Shareholders may be entitled or by which it may bound, at their option, may elect agree to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender sell all of the specified consideration Transferred Shares and rights to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock acquire Shares of the Company held by such Subscriber Called Shareholders on the terms and conditions approved by the Selling Shareholders; and 24.2.3. each Called Shareholder shall ceasetake all necessary actions in connection with the consummation of the Applicable Liquidation Event as reasonably requested by the Company or the Selling Shareholders and shall, if requested by the Selling Shareholders, promptly execute and deliver any agreements prepared in connection with such Applicable Liquidation Event. 24.3. In the event that a Called Shareholder is required and fails to surrender its share certificate in connection with the consummation of the Applicable Liquidation Event, such certificate shall be deemed cancelled and the Company shall be authorized to issue a new certificate in the name of the person making the offer for the Applicable Liquidation Event, and the Board of Directors shall be authorized to empower any two of its members to establish an escrow account, for the benefit of the Called Shareholder, into which the consideration for such Shares represented by the cancelled share certificate shall be deposited and to appoint a trustee to administer such account. Each Shareholder recognizes and accepts that the powers granted to the Company and/or the Board of Directors as set forth above are granted in order to ensure and protect the rights of the other Shareholders and that therefore, such powers, upon the use thereof shall be irrevocable with respect to such matter or action with respect to which the Board of Directors has exercised such powers. 24.4. The consideration to be received by a Called Shareholder shall be the same form and amount of consideration per Share to be received by each Selling Shareholder (or, if the Selling Shareholder is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of the Transfer shall, except as otherwise provided in Article ‎24.9, be the same as those upon which each Selling Shareholder Transfers his Shares in the Company. 24.5. Each Shareholder shall take all actions as may be reasonably necessary to consummate the transaction(s) contemplated by the Offer, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by each Selling Shareholder. 24.6. If the the Applicable Liquidation Event is structured as a merger, consolidation or similar business combination, each Called Shareholder shall vote in favor of the transaction(s) and take all actions to waive any dissenters, appraisal or other similar rights. 24.7. The proceeds resulting from the Applicable Liquidation Event shall be distributed among the Shareholders in accordance with the provisions of Article ‎71. 24.8. The requirements of this Article ‎24 with respect to acceptance by the Shareholders of an offer to Transfer all of their Shares to a third party hereby apply also for the purposes of Section 341 of the Companies Law so as to constitute the sufficient shareholding requirement thereunder, such that no further consent of any other Shareholders shall be required for the purposes of Section 341. A Called Shareholder will not be entitled to request the Company or any Selling Shareholder to rely on Section 341 and to oppose the execution of the transaction documents pertaining to the Applicable Liquidation Event. Notwithstanding the provisions of Section 341 of the Companies Law, the threshold set forth in Section 341 shall mean the Approval Threshold. 24.9. Notwithstanding anything in these Articles or, to the extent permitted, in any applicable law to the contrary, the approval of any transaction consummated pursuant to this Article ‎24 or Section 341 of the Companies Law shall not be subject to the approval of a separate class vote of the holders of the shares of any particular class. 24.10. Notwithstanding the foregoing, a Called Shareholder will not be required to comply with this Article ‎24 in connection with any proposed Transfer of all of the issued Shares in the Company, unless: 24.10.1. any representations and warranties to be made by the Called Shareholder in connection with the proposed Transfer are limited to representations and warranties related to authority and ownership of and the ability to convey title to the Shares held by the Called Shareholder, including representations and warranties that (i) the Called Shareholder holds all right, title and interest in and to the Shares the Called Shareholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Called Shareholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Called Shareholder have been duly executed by the Called Shareholder and delivered to the purchaser and are enforceable against the Called Shareholder in accordance with their respective terms, and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Called Shareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; 24.10.2. the Called Shareholder shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the proposed Transfer, other than the Company; and 24.10.3. the liability for indemnification, if any, of such Called Shareholder in the proposed Transfer and for the inaccuracy of any representations and warranties made by the Called Shareholder in connection with such proposed Transfer, is several and not joint with any other person (other than pursuant to an indemnification escrow with respect to representations, warranties and covenants of the Company), and is pro rata, in proportion to and does not exceed the amount of consideration paid to such Called Shareholder in connection with such proposed Transfer, other than in the event of fraud, willful concealment or intentional misconduct on the part of such Called Shareholder.

Drag Along. IfIn the event that (i) the Majority Key Shareholders, and (ii) the Majority Investors, approve the Offer, then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) in the event such transaction requires the approval of shareholders, (i) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any person or entity makes a bona fide offer to acquire all or substantially all meeting of shareholders of the stock, assets or business Company to vote on the approval of a Sale of the Company, to be present, in person or by mergerproxy, sale as a holder of assets or otherwiseShares, (b) at all such transaction is approved by meetings and be counted for the Company’s Board purposes of Directors (determining the “Board”) presence of a quorum at such meetings; and (cii) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par valueto vote (in person, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting by action by written consent, as applicable) all Shares in favor of such transaction)Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”) without the need for shareholder approval, then to sell all shares of the Subscriber shall be obligated Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that: (i) vote all no Investor shall be required to give any representations or warranties other than with respect to such Investor and the Shares being transferred by such Investor, which, for the avoidance of hisdoubt, her shall not include, without limitation, any representations or warranties about the Company or the Company’s business; and (ii) no Shareholders will be required to sell its Securities and any other capital stock shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company held by themis several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in favor such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock Sale of the Company in connection with such transaction on the terms consented Company; (d) to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange all related documentation and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company action in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt support of the consideration payable in such transaction, certificates representing the shares of capital stock Sale of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, as shall reasonably be requested by the Company; (e) not to deposit, the other holders of the Company’s capital stock and the purchaser to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such transaction, at their option, may elect Party or Affiliate in a voting trust or subject any such voting securities to proceed with such transaction notwithstanding such failure any arrangement or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber agreement with respect to the shares voting of capital stock such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the Company held by such Subscriber Company; and (f) all the Shareholders shall ceaseprocure that their respective Director nominees (if any) shall vote in favor of the Offer.

Drag Along. If (a) any person or entity makes a bona fide offer to acquire all or substantially all of the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails Founder, the Board and the Investors holding at least two-thirds (2/3) of the Series A Preferred Shares (including all shares resulting from conversion of the Series A Preferred Shares) approve either: (i) a transaction or refuses series of related transactions in which a Person, or a group of related Persons, propose to comply with acquire from shareholders of the provisions Company shares representing more than fifty percent (50%) of this Section 6, the outstanding Equity Securities of the Company, the other holders or (ii) a transaction that qualifies as a Liquidation Event (collectively referred to as a “Sale of the Company’s capital stock and ”), then the purchaser Ordinary Shareholders hereby agrees with respect to all Equity Securities that it holds: (A) in the event such transactiontransaction requires the approval of shareholders, (i) to be present, in person or by proxy, as a holder of shares, at their option, may elect any shareholder meeting to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender vote on the approval of a Sale of the specified consideration Company and be counted for the purposes of determining the presence of a quorum at such meetings if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of such meetings; and (ii) to vote (in person, by proxy or by action by written consent, as applicable) all shares held by such shareholder in favor of such Sale of the Subscriber, Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (B) to refrain from exercising any dissenters’ rights of rights of appraisal under applicable law at any time with respect to such Sale of the Subscriber Company; (C) to execute and deliver all required documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (D) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the shares voting of capital stock such securities, unless specifically requested to do so by the acquirer in connection with a Sale of the Company held by such Subscriber shall ceaseCompany.

Drag Along. If (a) At any person or entity makes time and from time to time after the date of this Agreement, but subject first to the right of United in Section 9.3, if the General Partner shall have arranged for a Sale (including with Majority Consent if required under Section 3.2(b)) in a bona fide offer arms' length Sale to acquire all any Person or substantially all Persons who are not Affiliates of the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors General Partner (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction"Proposed Transferee"), then it shall have the Subscriber right to cause each Partner to participate therein (the "Drag-Along Right"). In such case, each Partner shall be obligated to and shall upon the written request of the General Partner (i) vote all of sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Proposed Transferee, a pro rata portion of, his, her or its Securities and any Partnership Interests on substantially the same terms applicable to the General Partner (other capital stock than to account for differences in distributions as a result of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, Sale under Section 6.3); and (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, conveyance and transfer and exchange and take such other action, including voting such Partnership Interests in favor of the Sale and executing any purchase agreementagreements, merger agreementagreements, indemnity agreements, escrow agreement agreements or related documents, as the General Partner or the Proposed Transferee may reasonably require in order to for such Partners to Transfer their Partnership Interests (and hereby constitutes and empowers the General Partner to execute and deliver such instruments of conveyance and transfer and take such other action as may be reasonably required by the Company in order necessary or appropriate to carry out the terms and foregoing provisions of this Section 7subsection (ii) if such Partner does not reasonably do so). At Each Partner shall waive any dissenters' rights, appraisal rights or similar rights in connection with the closing Sale. (b) To exercise a Drag-Along Right, the General Partner shall give each Partner written notice at least 10 business days prior to the proposed Transfer (a "Drag-Along Notice") containing the name and address of the Proposed Transferee, the Partnership Interests involved in the proposed Transfer, and the terms of such transactionproposed Transfer (including all payable consideration amount and form). Each Partner shall thereafter be obligated to sell its Partnership Interests pursuant to such Drag-Along Notice and/or perform such other acts as are reasonably necessary to consummate the Sale, provided that the Subscriber shall deliver, against receipt sale to the Proposed Transferee is consummated on the same economic terms and conditions as set forth in the Drag-Along Notice and substantially the same non-economic terms and conditions set forth in the Drag-Along Notice and within one hundred eighty (180) days of delivery of the consideration payable in Drag-Along Notice. If the Sale is not consummated within such transaction180-day period, certificates representing then each Partner shall no longer be obligated to sell such Partner's Partnership Interests and/or perform such other acts as necessary to consummate the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event Sale pursuant to that the Subscriber fails or refuses specific Drag-Along Right but shall remain subject to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceaseSection.

Drag Along. If (a) At any person or entity makes a bona fide offer to acquire all or substantially all time after the expiry of the stock60th month from the date hereof, assets if the Company shall not have undergone an IPO or business Sale of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (ci) the holders of a majority of the outstanding shares Series A Shares, and (ii) the holders of all classes a majority of the Company’s preferred stock par valueOrdinary Shares at a minimum price equal to US$200,000,000, par value $0.00001 per share being five times of the Series A financing fully-diluted post-money valuation of the Company (collectively, the “Requisite PartiesInitiating Sellers”) consent approve a Sale of the Company (in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transactioneither case an “Approved Sale”), then at the Subscriber request of the Initiating Sellers, each Shareholder shall be obligated approve, consent to (i) vote all and raise no objections to the Approved Sale, and if the Approved Sale is structured as a sale of his, her or its Securities the issued and any other outstanding capital stock of the Company held (whether by themmerger, recapitalization, consolidation or sale or Transfer of shares or otherwise), then each Shareholder shall waive any dissenter’s rights, appraisal rights or similar rights in favor connection with such Sale of such transactionthe Company and each Shareholder shall agree to sell its Shares on the terms and conditions approved by the Initiating Sellers. If the holders of a majority of the Series A Shares approve a Sale of the Company pursuant to this provision but the holders of a majority of the Ordinary Shares do not so approve, the holders of the Series A Shares shall have the right to sell all their Series A Shares to the extent holders of the Ordinary Shares pro rata at the price contemplated by any intending third party purchaser of the Company in such vote is proposed Sale of the Company. Each Shareholder shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including executing such agreements and instruments and taking such other actions as may be reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements, as the case may be, required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transferApproved Sale. In the event that any Shareholder fails for any reason to take any of the Subscriber fails foregoing actions after reasonable notice thereof, such Shareholder hereby grants an irrevocable power of attorney and proxy to the Initiating Sellers or refuses an assignee or designee of such Initiating Sellers to comply with take all necessary actions and execute and deliver all documents deemed by such Person to be reasonably necessary to effectuate the provisions terms of this Section 65.9. Subject to clause (c) of this Section 5.9, the Companyrestrictions on Transfers of Shares set forth in Sections 5.1, 5.2, 5.3, 5.4 and 5.8 shall not apply in connection with an Approved Sale, notwithstanding anything to the contrary in this Agreement. (b) The Initiating Sellers shall deliver written notice to each other Shareholder setting forth in reasonable detail the terms (including price, time and form of payment) of any Approved Sale (the “Drag-Along Notice”). Within 15 days following receipt of the Drag-Along Notice, each other Shareholder shall deliver to the Company written notice setting forth such Shareholder’s agreement to the Approved Sale and undertaking to raise no objections against, or impediments to, the other holders of Approved Sale (including, waiving all dissenter’s and similar rights) and (ii) if the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares Approved Sale is structured as a sale of capital stock, to sell its Shares on the terms and conditions set forth in the Drag Notice, including delivery of certificates representing such Shareholder’s Shares (duly endorsed for transfer or accompanied by executed stock of the Company held by such Subscriber shall ceasepowers or transfer instruments therefor).

Drag Along. If (ai) any person or entity makes If (A) a bona fide offer to acquire all or substantially all Sale Transaction is approved by the Board of the stock, assets or business Directors of the Company, the Majority Founders and STI and (B) if such Sale Transaction is an Alternative Transaction, the Company shall have obtained the written consent of the Requisite Holders with respect thereto in accordance with Section 4(u)(ii) of the Securities Purchase Agreement, then, upon the receipt of notice from the Majority Founders and STI that they wish to invoke the drag-along rights provided in this Section 13(c) (a “Sale Notice”), the Holder shall (a) vote, or act by mergerwritten consent with respect to, sale all of assets or otherwisethe Holder’s Converted Stock in favor of, and raise no objections against, such Sale Transaction, and (b) if the Sale Transaction is structured as a sale of outstanding stock, sell or otherwise dispose of pursuant to such transaction is approved Sale Transaction that number of shares of Converted Stock owned by the Company’s Board Holder as of Directors the date of the Sale Notice as shall equal the product of (I) a fraction, the “Board”) numerator of which is the number of shares of Capital Stock proposed to be transferred by the Founders and STI as of the date of the Sale Notice, and the denominator of which is the aggregate number of shares of Capital Stock owned as of the date of such Sale Notice by the Founders and STI, multiplied by (cII) the holders number of a majority shares of Converted Stock owned as of the outstanding date of such Sale Notice by the Holder. For purposes of this Section 13(c), all numbers of shares of all classes Capital Stock shall be calculated on a Common Stock-equivalent basis. (ii) If the Majority Founders and STI have delivered a Sale Notice, then for a period of one hundred twenty (120) days after the Company’s preferred stock par value, par value $0.00001 per share (collectivelydate of such Sale Notice, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber Holder shall be obligated to sell or otherwise dispose of the Holder’s Converted Stock to the purchaser on substantially the same terms and conditions as apply to the Founders and STI with respect to such Sale Transaction. The Holder shall pay its owns costs and expenses, if any, incurred by it in connection with the sale or other disposition of Converted Stock pursuant to such Sale Transaction. (iii) Notwithstanding the foregoing, the obligations of the Holder under this Section 13(c) shall only apply to a Sale Transaction that includes the following terms: (i) vote all any representations and warranties to be made by the Holder shall be limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder’s Converted Stock; (ii) the Holder shall not be liable for the inaccuracy of his, her any representation or its Securities and warranty made by any other capital stock of Person in connection with the Company held by them, in favor of such transaction, proposed sale; (iii) the Holder shall not be required to indemnify or hold harmless the buyer or any other party to the extent any such vote is required Sales Transaction other than for the representations, warranties and covenants made by the Holder for itself and not in respect of others; (iv) upon the consummation of the proposed sale, each holder of a class or series of Capital Stock shall receive the same form of consideration as each other holder of such transactionclass or series of Capital Stock, (ii) if applicableincluding subject to any escrow, sell, transfer delayed payment or exchange set off provisions applicable to all of his, her or its shares of capital stock the holders of the Company Capital Stock being sold or transferred in the proposed sale; and (v) subject to clause (iv) above, if any holder of a class or series of Capital Stock is given an option as to the form and amount of consideration to be received in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of proposed sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing all holders of such transaction, class or series of Capital Stock shall be given the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their same option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall cease.

Drag Along. If (a) At any person time (i) on or entity makes prior to , 20 , if the holders of not less than a bona fide offer majority of the Class A Preferred Shares, and (ii) after , 20 , if the holders of not less than a majority of the Class A Preferred Shares (as applicable, the “Supermajority Members”) determine that it is appropriate or desirable to acquire sell or otherwise dispose of all of the Shares of the LLC to any non-affiliate(s) of the LLC or of the Members (collectively, a “Non- Affiliate”), or to cause the LLC to sell all or substantially all of its assets (whether in a single transaction or a series of related transactions) to a Non-Affiliate, or to cause the stockLLC to merge with or into or consolidate with any Non-Affiliate (any such transaction, assets or business a “Sale” and in each case, such Non-Affiliate the “Buyer”), provided that all proceeds from any Sale are distributed to the Members in a manner consistent with Section 11.02 hereof, each of the CompanyMembers, by mergerincluding any of their respective permitted transferees, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to and shall upon the written request of the Supermajority Members: (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer and deliver, or exchange all of hiscause to be sold, her transferred and delivered to the Buyer its or its shares of capital stock of the Company in connection with such transaction his Shares, on the same terms consented and conditions applicable to the Class A Preferred Shares held by the Board and Requisite PartiesSupermajority Members, and (iiiii) execute and deliver such agreements and instruments of sale, conveyance and transfer and exchange and take such other actionactions, including voting such Shares in favor of any Sale proposed by the Supermajority Members, and executing any purchase agreementagreements, merger agreementagreements, indemnity agreements, escrow agreement agreements or related documents, as the Supermajority Members or the Buyer may be reasonably required by the Company require in order to carry out the terms and provisions of this Section 7. At 12.06; provided that no Member shall be required to indemnify a Buyer for an amount in excess of the lesser of (i) the total consideration received by such Member pursuant to such Sale and (ii) except in the case of a representation as to title to Shares (in which case the limitation of subclause (i) shall apply), that proportion of the total liabilities that equals the proportion that the total consideration received by such Member bears to the total consideration received by all Members pursuant to such Sale. (b) Not less than twenty (20) days prior to the date proposed for the closing of such transactionany Sale, the Subscriber Supermajority Members shall deliver, against receipt give written notice to each of the consideration payable Members, setting forth in such transaction, certificates representing reasonable detail the shares of capital stock name or names of the Company which such party holds Buyer, the terms and conditions of record or beneficiallythe Sale, with all endorsements necessary for transferincluding the anticipated Net Equity of each Share, and the proposed closing date. In the event that the Subscriber fails or refuses to comply with furtherance of the provisions of this Section 612.06, the Company, the other holders each of the Company’s capital stock Members hereby (i) irrevocably appoints the Supermajority Members as its or his attorney-in-fact (with full power of substitution) to execute all agreements, instruments and the purchaser in such transaction, at their option, may elect certificates and take all actions necessary or desirable to proceed with such transaction notwithstanding such failure or refusal and, in such event effectuate any Sale hereunder and upon tender of the specified consideration (ii) grants to the SubscriberSupermajority Members a proxy (which shall be deemed to be coupled with an interest and irrevocable) to vote the Shares held by such Member and exercise any consent rights applicable thereto in favor of any Sale hereunder; provided, the rights of the Subscriber however, that no such powers-of-attorney or proxies with respect to the shares any Member shall be exercised unless such Member is in breach of capital stock of the Company held by such Subscriber shall ceaseits or his obligations under this Section 12.06.

Drag Along. If10.1 Prior to a Qualified IPO, if (A) holders of a majority of the Ordinary Shares and (B) Majority Series B Preferred Holders (collectively, the “Drag-Along Transferors”), propose to Transfer all their interests in the Company in a transaction that would constitute a Deemed Liquidation Event (a “Drag Transaction”), the Drag-Along Transferors shall have the right to require, by written notice of the identity of the counterparty and the pricing and payment terms of the Drag Transaction (the “Drag Notice”), each of the remaining holders of Shares (the “Non-Transferring Parties”) to, and each of the Non-Transferring Parties shall, approve, and take all actions reasonably necessary or appropriate to enable, the consummation of such Drag Transaction, including but not limited to: (ai) Transfer, at the same time as the Drag-Along Transferors Transfer to the potential purchaser in the Drag Transaction, all of its interests in the Company, on the same terms and conditions and for the same price that the interests of the Drag-Along Transferors will be Transferred, (ii) vote all of its Shares (A) in favor of such Drag Transaction, (B) against any other transaction that would interfere with, delay, restrict, or otherwise adversely affect such Drag Transaction, and (C) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) relating to such Drag Transaction or that could result in any of the conditions to the closing obligations under such agreement(s) not being fulfilled, and, in connection therewith, to be present (in person or entity makes by proxy) at all relevant meetings of the shareholders of the Company (or adjournments thereof) or to approve and execute all relevant written consents in lieu of a bona fide offer meeting; (iii) not exercise any dissenters’ or appraisal rights under applicable Law with respect to acquire such Drag Transaction; (iv) take all necessary actions in connection with the consummation of such Drag Transaction as reasonably requested by the Drag-Along Transferors, including but not limited to the execution and delivery of any share transfer or other agreements prepared in connection with such Drag Transaction, and the delivery, at the closing of such Drag Transaction involving a sale of Shares, of all certificates representing Shares held or controlled by such holder, duly endorsed for transfer or accompanied by a duly executed share transfer form, or affidavits and indemnity undertakings with respect to lost certificates; and (v) restructure such Drag Transaction, as and if reasonably requested by the Drag-Along Transferors, as a merger, consolidation, restructuring or similar transaction, or a sale of all or substantially all of the stock, assets (either in terms of quantities or business value) of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. . 10.2 In the event that the Subscriber any such Non-Transferring Party fails or refuses for any reason to comply with the provisions of this Section 6, the Company, the other holders take any of the Company’s capital stock and the purchaser foregoing actions in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender Section 10.1 after receipt of the specified consideration Drag Notice, such Non-Transferring Party hereby grants an irrevocable power of attorney and proxy to any Drag-Along Transferor to take all necessary actions and to execute and deliver all documents deemed by such Drag-Along Transferor to be reasonably necessary or appropriate to effectuate the terms of Section 10.1. Shareholders Agreement 29 10.3 None of the transfer restrictions set forth in this Agreement shall apply in connection with a Drag Transaction, notwithstanding anything contained to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceasecontrary herein.

Drag Along. If (a) any person or entity makes a bona fide offer Subject to acquire all or substantially all of Section 2.2, in the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (c) event that the holders of at least a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share Common Stock (collectively, the “Requisite PartiesElecting Holders”), including any Shares voting on an as-converted to Common Stock basis, approve a Change of Control (as defined in the Certificate of Designations) consent in writing and specify that this Section 2 shall apply to such transaction, each Purchaser shall: (a) if such transaction (including by means requires stockholder approval, with respect to all shares of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities Series A Preferred Stock and any other capital stock Voting Securities that such holder owns or over which such holder otherwise exercises voting power (the “Drag Shares”), vote (in person, by proxy or by action by written consent, as applicable) all such Drag Shares in favor of, and adopt, such Change of Control (together with any related amendment to the Certificate of Incorporation, this Certificate of Designations, the Company’s bylaws or other governing and organization documents of the Company held by them, required in favor order to implement such Change of such transaction, Control) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock ability of the Company to consummate such Change of Control; (b) if such Change of Control is a Stock Sale (as defined in connection with such transaction on the terms consented to Certificate of Designations), sell the same proportion of Drag Shares as is being sold by the Board and Requisite Parties, and Electing Holders in the aggregate (iiiA) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by to the Company in order Person to carry out whom the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt Electing Holders propose to sell their shares of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the CompanyCorporation’s capital stock and (B) on the purchaser same terms and conditions as the Electing Holders; provided that each Purchaser shall be entitled to such Purchaser’s Liquidation Preference (as defined in the Certificate of Designations) in accordance with the terms thereof; (c) not deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Drag Shares owned by such transaction, at their option, may elect party or Affiliate in a voting trust or subject any Drag Shares to proceed with such transaction notwithstanding such failure any arrangement or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber agreement with respect to the shares voting of capital stock such Drag Shares, unless specifically requested to do so by the acquiror in connection with the Change of the Company held by Control; and (d) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Subscriber shall ceaseChange of Control.

Drag Along. If (a) any person or entity makes a bona fide offer to acquire all or substantially all Except as provided in Section 2.4(b), if fifteen (15%) percent in interest of the stockLee ▇▇▇ders (referred to in this Section 2.4 collectively as the "TAKE ALONG GROUP") shall determine jointly to sell or exchange (pursuant to a sale or transfer of Shares, assets merger, consolidation, recapitalization or business any similar transaction) any of their Shares in one or a series of BONA FIDE arms-length transactions to a Third Party who is not an Affiliate or an Associate of the CompanyTake Along Group, by mergerthen, upon ten (10) days written notice from the Take Along Group, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of assets or otherwise, (b) such transaction is approved closing and the consideration to be received by the Company’s Board of Directors Stockholders (such notice being referred to as the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction"SALE REQUEST"), then the Subscriber each other Stockholder shall be obligated to to, and shall (i) vote all sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party, in the same transaction at the closing thereof the same percentage of his, her or its Securities and any other capital stock such Stockholder's shares of Common Stock as is equal to the percentage of the Company held shares of Common Stock owned by them, the Take Along Group as of the date of the Sale Request that are being sold by the Take Along Group in favor of such transaction, to the extent any such vote is required for the consummation of such transactiontransaction or transactions, (ii) if applicable, sell, transfer or exchange deliver certificates for all of his, her his or its shares of capital stock Common Stock at the closing, free and clear of all claims, liens and encumbrances, (iii) upon request, consent to the cancellation of all Vested Stock Options for an amount per underlying share of Common Stock equal to the difference between the consideration per share of Common Stock referenced in the preceding clause (i) and the exercise price of such Vested Stock Options, (iv) if stockholder approval of the Company transaction is required, vote his or its Shares in connection with such transaction on the terms consented to by the Board and Requisite Partiesfavor thereof, and (iiiv) approve, execute and deliver such instruments of sale, transfer any and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related all documents, certificates and instruments, related to the consummation of the contemplated transaction, which documents, certificates and instruments are on terms and conditions substantially the same as may be reasonably required those being executed and delivered by the Company in order Take Along Group. Each Stockholder (including the members of the Take Along Group) shall receive the same consideration per share of Common Stock upon any sale pursuant to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. 2.4. (b) In the event that any of the Subscriber fails or refuses Stockholders fail to comply with the provisions of this Section 62.4(a), the Company, each of the other holders Stockholders hereby (i) irrevocably appoints the Lee ▇▇▇▇▇▇ ▇▇▇resentative as his, her or its attorney-in-fact (with full power of the Company’s capital stock substitution) to execute all agreements, instruments and the purchaser in such transaction, at their option, may elect certificates and take all actions necessary or desirable to proceed with such effectuate any transaction notwithstanding such failure or refusal and, in such event hereunder; and upon tender of the specified consideration (ii) grants to the Subscriber, Lee ▇▇▇▇▇▇ ▇▇▇resentative a proxy (which shall be deemed to be coupled with an interest and irrevocable) to vote the rights of the Subscriber with respect to the shares of capital stock of the Company Shares held by such Subscriber Stockholder and exercise any consent rights applicable thereto in favor of any transaction hereunder. (c) The provisions of this Section 2.4 shall ceasenot apply to (i) any Transfer pursuant to a Public Offering or pursuant to a Rule 144 Transaction, or (ii) any Transfer completed after the Public Float Date.

Drag Along. If Section 8.1 If prior to the closing of a Qualified IPO, the Approving Shareholders (aas defined below) any person vote in favor of or entity makes a bona fide offer otherwise consent in writing to acquire sell or transfer all or substantially all of the stockshares, assets or business of the CompanyCompany in any transaction or a series of transactions that would qualify as a Liquidation Event (a “Change of Control”), by merger, sale then the Company shall promptly notify each of assets or otherwise, (b) such transaction is approved by the Company’s Board remaining shareholders of Directors the Company (the “BoardRemaining Shareholders”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Shareholders) in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (cthe “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders, provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including without any limitation, in order to reflect any liquidation preference of the Preferred Shares and participation rights of the Preferred Shares). For purpose of this Article VIII, the “Approving Shareholders” shall mean (i) the holders of more than fifty percent (50%) of the then outstanding Ordinary Shares (excluding any Ordinary Shares converted from Preferred Shares) voting as a separate class, (ii) holders of a majority of the then outstanding shares Series A Preferred Shares, voting as a separate class on an as converted basis, (iii) holders of all classes a majority of the Company’s preferred stock par valuethen outstanding Series B Preferred Shares, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of voting as a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction separate class on the terms consented to by the Board and Requisite Partiesan as converted basis, and (iiiiv) execute and deliver such instruments holders of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt a majority of the consideration payable in such transactionthen outstanding Series C Preferred Shares, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceasevoting as a separate class on an as converted basis.

Drag Along. IfIf prior to consummation of the Qualified IPO, and subject to other provisions or restrictions set out in Section 8 of this Agreement (Call Option) or Section 2.1(iv) and Section 2.7 of the Right of First Refusal and Co-Sale Agreement (Restricted Transactions), the Supermajority Preferred Holders (if the Trade Sale is a Special Trade Sale) or the Majority Preferred Holders (if the Trade Sale is not a Special Trade Sale), together with the Founder (the Majority Preferred Holders or the Supermajority Preferred Holders (as the case maybe) and the Founder herein shall be collectively referred to as the “Drag Holders”) jointly approve a Deemed Liquidation Event or a Trade Sale, whether structured as a merger, reorganization, asset sale, share sale, sale of control of any Group Company, or otherwise (the “Approved Sale”) to any Person (the “Offeror”), then at the request of the Drag Holders, the Company shall promptly notify in writing each Shareholder that is a party of such Approved Sale and the material terms and conditions of such proposed Approved Sale, whereupon each such Shareholder (each, a “Dragged Holder”) shall, in accordance with instructions received from the Company at the direction of the Drag Holders, take each of the actions set forth in clauses (i) through (v) below: (i) sell, at the same time as the Drag Holders sell to the Offeror, in the Approved Sale, all of its Equity Securities of the Company or the same percentage of its Equity Securities of the Company as the Drag Holders sell, on the same terms and conditions as were agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in Article 8.2 of the Memorandum and Articles, and provided, further, that some Shareholders may be given the right or opportunity to exchange or roll a portion of their Equity Securities of the Company for Equity Securities of the acquirer or an Affiliate thereof in the Approved Sale but in such event there shall be no obligation to afford such right or opportunity to all of the Shareholders; (ii) vote all of its Equity Securities of the Company, and instruct the Directors (if any) appointed by such Shareholders to vote (a) in favor of such Approved Sale, (b) against any other consolidation, amalgamation, merger, recapitalization, sale of securities, sale of assets, business combination, or transaction that would interfere with, delay, restrict, or otherwise adversely affect such Approved Sale, and (c) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) related to such Approved Sale or that could result in any of the conditions to the closing obligations under such agreement(s) not being fulfilled, and, in connection therewith, to be present (in person or entity makes by proxy) at all relevant meetings of the shareholders of the Company (or adjournments thereof) or to approve and execute all relevant written consents in lieu of a bona fide offer meeting; (iii) not exercise any dissenters’ or appraisal rights under applicable Law with respect to acquire such Approved Sale; (iv) take all necessary actions in connection with the consummation of such Approved Sale as reasonably requested by the Drag Holders, including but not limited to the execution and delivery of any share transfer or other agreements prepared in connection with such Approved Sale, and the delivery, at the closing of such Approved Sale involving a sale of share, of all certificates representing shares held or controlled by such Shareholder, duly endorsed for transfer or accompanied by a duly executed share transfer form, or affidavits and indemnity undertakings with respect to lost certificates; and (v) restructure such Approved Sale, as and if reasonably requested by the Drag Holders, as a merger, consolidation, restructuring or similar transaction, or a sale of all or substantially all of the stock, assets or business of the any Group Company, by merger, sale of assets or otherwise. In any such Approved Sale, (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock each Shareholder shall bear a proportionate share (based upon the relative proceeds received in such transaction) of the Company held by them, Drag Holders’ expenses incurred in favor of such the transaction, to the extent any such vote is required for the consummation of such transactionincluding without limitation, legal, accounting and investment banking fees and expenses, and (ii) if applicableeach Shareholder shall severally, sellnot jointly, transfer join on a pro rata basis (based upon the relative proceeds received in such transaction) in any indemnification or exchange all of his, her or its shares of capital stock other obligations that are part of the Company terms and conditions of such Approved Sale (other than those that relate specifically to a particular Shareholder, such as indemnification with respect to representations and warranties given by such Shareholder regarding such Shareholder’s title to and ownership of shares, due authorization, enforceability, and no conflicts, which shall instead be given solely by such Shareholder) but only up to the net proceeds paid to such Shareholder in connection with such transaction on Approved Sale. Without limiting the terms consented foregoing sentence, no Shareholder who is not an employee or officer or controlling shareholder of a Group Company shall be required to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such make any representations or warranties other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber than with respect to the shares itself (including due authorization, title to shares, enforceability of capital stock of the Company held by such Subscriber shall ceaseapplicable agreements, and similar representations and warranties).

Drag Along. If (a) At any person or entity makes time and from time to time after the date of this Agreement, but subject first to the right of United in Section 9.3, if the General Partner shall have arranged for a Sale (including with Majority Consent if required under Section 3.2(b)) in a bona fide offer arms’ length Sale to acquire all any Person or substantially all Persons who are not Affiliates of the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors General Partner (the “BoardProposed Transferee”) and ), it shall have the right to cause each Partner to participate therein (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite PartiesDrag-Along Right”) consent in writing to ). In such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction)case, then the Subscriber each Partner shall be obligated to and shall upon the written request of the General Partner (i) vote all of sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Proposed Transferee, a pro rata portion of, his, her or its Securities and any Partnership Interests on substantially the same terms applicable to the General Partner (other capital stock than to account for differences in distributions as a result of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, Sale under Section 6.3); and (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, conveyance and transfer and exchange and take such other action, including voting such Partnership Interests in favor of the Sale and executing any purchase agreementagreements, merger agreementagreements, indemnity agreements, escrow agreement agreements or related documents, as the General Partner or the Proposed Transferee may reasonably require in order to for such Partners to Transfer their Partnership Interests (and hereby constitutes and empowers the General Partner to execute and deliver such instruments of conveyance and transfer and take such other action as may be reasonably required by the Company in order necessary or appropriate to carry out the terms and foregoing provisions of this Section 7subsection (ii) if such Partner does not reasonably do so). At Each Partner shall waive any dissenters’ rights, appraisal rights or similar rights in connection with the closing Sale. (b) To exercise a Drag-Along Right, the General Partner shall give each Partner written notice at least 10 business days prior to the proposed Transfer (a “Drag-Along Notice”) containing the name and address of the Proposed Transferee, the Partnership Interests involved in the proposed Transfer, and the terms of such transactionproposed Transfer (including all payable consideration amount and form). Each Partner shall thereafter be obligated to sell its Partnership Interests pursuant to such Drag-Along Notice and/or perform such other acts as are reasonably necessary to consummate the Sale, provided that the Subscriber shall deliver, against receipt sale to the Proposed Transferee is consummated on the same economic terms and conditions as set forth in the Drag-Along Notice and substantially the same non-economic terms and conditions set forth in the Drag-Along Notice and within one hundred eighty (180) days of delivery of the consideration payable in Drag-Along Notice. If the Sale is not consummated within such transaction180-day period, certificates representing then each Partner shall no longer be obligated to sell such Partner’s Partnership Interests and/or perform such other acts as necessary to consummate the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event Sale pursuant to that the Subscriber fails or refuses specific Drag-Along Right but shall remain subject to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceaseSection.

Drag Along. If (a) any person or entity makes a bona fide offer to acquire all or substantially all Once the Control Conditions have been satisfied, the Sole Member shall, on the request of the stock, assets or business Majority Noteholders and subject to any required approvals of the CompanyGaming Authorities, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of hissell, her Transfer and deliver, or its Securities cause to be sold, Transferred and any other capital stock of the Company held by them, in favor of such transactiondelivered, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company Person in connection with such transaction on a Sale Event (the terms consented to by "BUYER") all of its Equity Interests in the Board and Requisite Parties, Company; and (iiiii) execute and deliver such instruments of sale, transfer conveyance and exchange Transfer and take such other action, including voting such Equity Interests in favor of any Sale Event (as defined below) proposed by the Majority Noteholders and executing any purchase agreementagreements, merger agreementagreements, indemnity agreements, escrow agreement agreements or related documents, as such Majority Noteholders or the Buyer may be reasonably required by the Company require in order to carry out the terms and provisions of this Section 76.3 (the "DRAG-ALONG RIGHT"); provided, however that the Noteholders, on the one hand, and the Sole Member, on the other, shall bear responsibility for any indemnity given to the Buyer in connection with such Sale Event in proportion to the net proceeds received by each in the Sale Event. At The Sole Member shall be entitled to receive all of the closing proceeds of any Sale Event that are not used to repay the Noteholder Obligations; provided that the holders of Warrants shall be entitled to receive the portion of such transaction, proceeds to which they are entitled under the Subscriber shall deliver, against receipt terms and conditions of the consideration payable Warrants (except that any Warrant Interests granted under Sections 2.2(f) of the Warrants after the fulfillment of the Control Conditions shall be disregarded). (a) For purposes of this Section 6.3, a "SALE EVENT" shall mean a bona fide, arms-length negotiated transaction in such transactionwhich the Majority Noteholders have determined (i) to sell or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries (on a consolidated basis), certificates representing the shares of or (ii) to sell sufficient capital stock of the Company which or any of its subsidiaries to constitute a change in control of the Company or such party holds subsidiary or (iii) to cause the Company or any of record its subsidiaries to merge with or beneficially, into or consolidate with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders any non-Affiliate(s) of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall cease.

Drag Along. If (a) Except as provided in Section 2.4(b), if a majority in interest of the ▇▇▇ Investors and a majority in interest of the ▇▇▇▇ Investors (referred to in this Section 2.4 collectively as the "Take Along Group") shall ---------------- determine jointly to sell or exchange (in a business combination or otherwise) any person of their Shares in one or entity makes a series of bona fide offer ---- ---- arms-length transactions to acquire all a Third Party who is not an Affiliate or substantially an Associate of the Take Along Group, then, upon thirty (30) days written notice from the Take Along Group, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of closing and the consideration to be received by the Stockholders (such notice being referred to as the "Sale Request"), each other Stockholder shall be obligated to, and ------------ shall (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party, in the same transaction at the closing thereof the same percentage of such Stockholder's shares of Common Stock as is equal to the percentage of the shares of Common Stock owned by the Take Along Group as of the date of the Sale Request that are being sold by the Take Along Group in such transaction or transactions, (ii) deliver certificates for all of his or its shares of Common Stock at the stockclosing, assets or business free and clear of all claims, liens and encumbrances, (iii) upon request, consent to the cancellation of all Vested Stock Options for an amount per underlying share of Common Stock equal to the difference between the consideration per share of Common Stock referenced in the preceding clause (i) and the exercise price of such Vested Stock Options, and (iv) if stockholder approval of the Companytransaction is required, by merger, vote his or its Shares in favor thereof. Each Stockholder (including the members of the Take Along Group) shall receive the same consideration per share of Common Stock upon any sale of assets or otherwise, pursuant to this Section 2.4. (b) such transaction is approved by the Company’s Board The provisions of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber this Section 2.4 shall be obligated not apply to (i) vote all of hisany Transfer pursuant to a Public Offering or pursuant to a Rule 144 Transaction, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of any Transfer completed after the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceasePublic Float Date.

Drag Along. If If at any time CBC Acquisition proposes to Transfer, directly or indirectly, fifty percent (50%) or more of its Membership Interests in the Company to a prospective purchaser in one or more series of related transactions other than to an Affiliate of Asta, and such Transfer is approved to the extent required under Section 6.05(b)(iii), CBC Acquisition shall, at least ten (10) business days prior to the closing of the Transfer, have the right to give notice to all of the other Members (specifying the identity of the prospective purchaser, the proposed purchase price, the scheduled date of the closing, and all other relevant material information), and in such event, each of the other Members shall also sell to the proposed purchaser, simultaneously with the sale by CBC Acquisition and on the same terms and conditions as CBC Acquisition, all of their respective Membership Interests in the Company. Upon request of CBC Acquisition or the prospective purchaser, each of the other Members shall execute and deliver a definitive purchase and sale agreement, in substantially the same form and substance as the definitive agreement executed and delivered by CBC Acquisition; provided, however, (a) any person or entity makes a bona fide offer indemnification obligation of any Member in connection with the sale shall be several and not joint and shall be limited to acquire all or substantially all of the stock, assets or business of gross proceeds received by that Member in the Company, by merger, sale of assets or otherwise, and (b) such transaction is approved by Member shall only be obligated to make such representations and warranties in connection with the Company’s Board of Directors sale as to itself (as opposed to the “Board”) business and (c) the holders of a majority of the outstanding shares of all classes condition of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to as are customary for such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent transactions. If any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented Member shall fail to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase definitive agreement, merger agreementCBC Acquisition shall have a power of attorney (which may be relied upon by the purchaser(s) in any such sale) and for that purpose the Member, escrow without any further action or deed, shall be deemed to have appointed CBC Acquisition as the Member’s agent and attorney-in-fact, with full power of substitution, for the purpose of executing and delivering the definitive agreement or related documents, in the name and on behalf of the Member and performing all such action as may be reasonably required by necessary or appropriate to consummate the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt sale of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event Member’s interest pursuant to that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceaseagreement.