Common use of Drag Along Clause in Contracts

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.

Drag Along. If the holders of a majority of the shares of the Company’s voting stock then-outstanding (the “Majority Holders”) propose to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of the Company to any third party (a “Drag-Along Transfer”), the Majority Holders may exercise drag-along rights in accordance with and subject to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along Rights”). (a) If The Majority Holders shall give written notice (a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective “Drag-Along Parties to Sell, Notice”) at the same economic terms and conditions that apply least fifteen (15) days prior to the Sale consummation of such proposed Drag-Along Transfer to Participant of any election by such the Majority SponsorHolders to exercise their Drag-Along Rights hereunder, a number of their Shares equal to the product of setting forth (i) the total shares proposed to be transferred, (ii) the consideration to be received for such shares, (ii) the identity of the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of Shares held shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Party (orTransfer, as specified in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority SponsorDrag-Along Notice. (b) With respect to any Sale Within seven (7) days of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation delivery of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, Participant shall deliver to the relevant Drag-Along Party Majority Holders such instruments of transfer as shall be required to Sell that number of Shares required to be Sold reasonably requested by it pursuant to Section 3.2(a)the Majority Holders or the prospective transferee, subject including, as applicable, one or more stock certificates, properly endorsed for transfer to the consummation of transferee, together with a limited power-of-attorney authorizing the proposed Sale at the same price and Majority Holders to transfer such Shares on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell In the event that any Shares transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Sale pursuant Article 3.3Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, 4.1 or 4.2 unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of this Agreement or an Affiliate Transferall liens and encumbrances, (ii) except the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the provisions execution and delivery of this Section 3.2. A Majority Sponsor may agree documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of its any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Parties Transfer, 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 number Company as well as breach by any stockholder of Shares to be Sold any of the identical representations, warranties and covenants provided by that all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Party shall Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be increased or decreased paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the number Company’s certificate of Shares incorporation and bylaws, as amended, related to be Sold the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold Holders. (f) All costs and expenses incurred by the Majority Sponsor and the relevant Participant in connection with any Drag-Along Party remains unchangedTransfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfer.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) POI Acquisition (for purposes of this Section 4.3, the total number “Selling Stockholder”) receives a bona fide offer from any third party who is not an Affiliate of Shares held either the Company or POI Acquisition to purchase (including a purchase by such Drag-Along Party (ormerger, in the case consolidation or similar transaction) 100% of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Common Shares held owned by the GS Syndicatees) multiplied by Selling Stockholder at such time, (ii) a fractionat least 90% of the fair market value of the consideration to be received by the Selling Stockholder in such offer is in the form of cash, Cash Equivalents or Marketable Securities and (iii) such offer is accepted by the Selling Stockholder, then QDRF (for purposes of this Section 4.3, the numerator “Other Stockholder”) hereby agrees that, if requested by the Selling Stockholder, it will transfer to such purchaser, subject to Section 4.3(b), on the terms of which is the number offer so accepted by the Selling Stockholder, including time of Shares that the Majority Sponsor proposes payment, form of consideration and adjustments to Sell and the denominator purchase price, all of which is the total number of Shares held by such Majority Sponsorits Common Shares. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written The Selling Stockholder will give notice (a the “Drag-Along Notice”) to each the Other Stockholder of its respective any proposed transfer giving rise to the rights of the Selling Stockholder set forth in Section 4.3(a) (a “Drag-Along Parties Sale”) not more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement relating to the Drag-Along Sale and, in any event, no later than 2 Business Days 20 days prior to the consummation closing date for such Drag-Along Sale. The Drag-Along Notice will set forth the number of Common Shares proposed to be so transferred, the name of the purchaser, the proposed Sale, setting forth the name amount and address form of the purchaser (other than in the event of a Public Sale)consideration, the number of Common Shares to be Sold by each sought and the other terms and conditions of the Majority Sponsor offer. The Other Stockholder shall make the same representations, warranties, covenants, indemnities and agreements as the Selling Stockholder makes in connection with the Drag-Along PartySale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Stockholder, the amount Other Stockholder shall make the comparable representations, warranties, covenants, indemnities and form of the considerationagreements pertaining specifically to itself); provided, that all representations, warranties, covenants and all other material terms and conditions offered indemnities shall be made by the purchaser (other than Selling Stockholder and the Other Stockholder severally and not jointly and provided further that in the event that at the time of a Public Sale). Upon delivery execution of a the definitive agreement relating to such Drag-Along NoticeSale the Other Stockholder no longer retains the right to designate the QDRF Designee pursuant to Section 2.1(a), the relevant Drag-Along Party Other Stockholder shall be required only to Sell that number of Shares required make representations, warranties, covenants, indemnities and agreements pertaining specifically to be Sold by it pursuant to Section 3.2(a)itself consistent with the representations, subject warranties, covenants, indemnities and agreements pertaining specifically to the consummation Selling Stockholder. The Other Stockholder will be responsible for funding its proportionate share of the proposed Sale at the same price and on the same terms and conditions as set forth any escrow arrangements in connection with the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary Sale and appropriate to ensure that the Sale is consummated and (ii) shall bear for its proportionate share of all Third Party transaction fees any withdrawals therefrom. The Other Stockholder also will be responsible for its proportionate share of any fees, commissions, adjustments to purchase price and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 the of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that Sale. If the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided Sale is not consummated within 90 days from the number date of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedNotice (subject to extension to obtain any necessary regulatory approvals), the Selling Stockholder(s) must deliver another Drag-Along Notice in order to exercise their rights under this Section 4.3 with respect to such Drag-Along Sale.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) GM Investor proposes to Sell any Shares Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to an Affiliate TransferSection 9.12), then the GM Investor shall have the right (but not the obligation) to deliver a written notice (such Majority Sponsor shall require its respective notice, the “Drag-Along Parties Notice”) of its intention to Sell, at do so to each other Member (the same economic “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by if such Drag-Along Party Sale Transaction involves less than one hundred percent (or, in the case 100%) of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS SyndicateesGM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) multiplied by any cash to any non-cash consideration and (ii) a fraction, among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the numerator extent reasonably practicable) for each of which is the number of Shares that the Majority Sponsor proposes to Sell GM Investor and the denominator Dragees. Within ten (10) Business Days following receipt of which is the total number Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Majority SponsorDragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) With respect to any Sale The Company and the GM Investor shall have ninety (90) days following delivery of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the amount and form Company or an Affiliate of any of the considerationforegoing to obtain any regulatory approval prior to consummating such sale, and all other material terms and conditions offered by such ninety (90) day period shall be extended to the purchaser date that is five (other than in 5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the event of a Public Sale). Upon delivery of a Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the relevant Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Party Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be required to Sell that number apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares required to be Sold by included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it pursuant to Section 3.2(a)being understood that, subject to the consummation if less than all of the proposed Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale at Transaction constitute all of the same price and on Shares outstanding). For clarity, the same terms and conditions as set forth application of Section 3.02 may result in some Shares included in the Drag-Along Notice. Each relevant Sale Transaction not receiving any consideration with respect to such Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such SaleTransaction. (cd) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the The provisions of this Section 3.2. A Majority Sponsor may agree 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with any Section 9.02. (e) The obligations of its a Member in connection with a Drag-Along Parties that Sale shall be subject to the number of Shares to be Sold by that limitations set forth in Section 9.08(d) as if such Drag-Along Party shall be increased or decreased provided Sale was a Sale of the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedCompany thereunder.

Drag Along. At any time prior to the time the Principal Stockholders cease to own less than forty (a40%) If a Majority Sponsor percent of the issued and outstanding shares of Common Stock of the Corporation, the Principal Stockholders may, if they elect (the Initiating Majority Sponsor"Drag Along Election") proposes at any time during such period to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number sell all of their Shares equal shares of Common Stock to a bona fide third-party purchaser not related to, controlled by or under common control with the product Principal Stockholders, cause a sale of (i) the total number of Shares held by such Drag-Along Party (or, in the case all of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share then issued and outstanding shares of Common Stock of the total number Corporation owned by the Other Stockholder to be made to such third-party purchaser in an arm's-length transaction for cash and/or registered, freely marketable securities. Any such sale of Shares all of the issued and outstanding shares of the Corporation held by the GS Syndicatees) multiplied Other Stockholder must be made on the same terms and conditions, including the price per share, upon which the Principal Stockholders have agreed to sell all of their shares of Common Stock to the third-party purchaser. The Principal Stockholders can trigger a Drag Along Election by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver providing a written notice of such election (a Drag-the "Drag Along Notice") to each of its respective Drag-the Other Stockholder, such Drag Along Parties no later than 2 Business Days prior Notice to include the price per share being paid to the consummation of the proposed Sale, setting forth the name and address of the Principal Stockholders by such third-party purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by of such sale. Upon the purchaser (other than in the event Other Stockholder's receipt of a Public Sale). Upon delivery of a Drag-Drag Along Notice, the relevant Drag-Along Party Other Stockholder shall be required fully cooperate with the Principal Stockholders and shall take all actions and steps to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a)effect such sale as the Principal Stockholders may deem necessary, subject desirable or appropriate, including, without limitation, the prompt delivery to the consummation Principal Stockholders of duly endorsed stock powers with respect to all of the proposed Sale shares of Common Stock at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold time owned by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedOther Stockholder.

Drag Along. 15.1 Subject to prior compliance with Clause ‎13, if any AHG Shareholders (aa “Dragging AHG Shareholder” or the “Dragging AHG Shareholders”), together controlling more than fifty per cent. (50%) If a Majority Sponsor of the Voting Shares then in issue, propose to Transfer Securities (the Initiating Majority Sponsor“Dragging AHG Shareholders’ Securities”) proposes to Sell any Shares (other than pursuant with respect to an Affiliate Transfera Transfer permitted by Clauses ‎11.1.1 and ‎11.1.3) to a Prospective Buyer (such Prospective Buyer, the “Drag Along Purchaser”) which would result in such Prospective Buyer controlling more than fifty per cent. (50%) of the Voting Shares then in issue (a “Required Sale”), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall Dragging AHG Shareholders may deliver a written notice (a Drag-Along “Required Sale Notice”) to each other AHG Shareholder (each, a “Dragged AHG Shareholder” and together, the “Dragged AHG Shareholders”), copied to the Company, requiring them to Transfer all of its respective Drag-Along Parties no later than 2 their Securities to a Prospective Buyer. 15.2 The Required Sale Notice shall: 15.2.1 be irrevocable but shall lapse if the Required Sale is not completed within twelve (12) months after the date of the Required Sale Notice, subject to any extensions agreed between the Dragging AHG Shareholders and Dragged AHG Shareholders in writing (acting reasonably) to account for any Mandatory Regulatory Consents to be obtained; 15.2.2 be delivered to each Dragged AHG Shareholder within ten (10) Business Days prior of the Dragging AHG Shareholders and the Drag Along Purchaser having entered into binding agreements for the sale and purchase of the Securities proposed to be Transferred to the consummation Drag Along Purchaser (“Drag Transaction Documents”); 15.2.3 set out the material terms and conditions of the proposed sale of the Securities by the Dragging AHG Shareholders to the Drag Along Purchaser, which shall be no less favourable than the terms and conditions of the Required Sale, setting forth including: (a) the number and class of Dragging AHG Shareholders’ Securities; (b) the name and address of the purchaser Drag Along Purchaser; (other than in c) the event proposed amount and form of a Public Sale), the number of Shares consideration per Security to be Sold by each of paid to the Majority Sponsor and Dragged AHG Shareholders, which shall be the Drag-Along Party, same as the amount and form of consideration per Dragging AHG Shareholders’ Security to be paid to the considerationDragging AHG Shareholders; provided, and all other material terms and conditions offered by the purchaser (that if such consideration consists in part or in whole of assets other than in the event of cash (a Public Sale“Rollover Alternative”). Upon delivery of a Drag-Along Notice, the Dragging AHG Shareholders will provide such information, to the extent reasonably available to the Dragging AHG Shareholders, relating to such assets as the Dragged AHG Shareholders may reasonably request in order to evaluate the value of such assets; and (d) if known, the proposed completion date of the Required Sale; and 15.2.4 attach copies of all Drag Transaction Documents. 15.3 Subject to Clause ‎15.2, each Dragged AHG Shareholder which receives a Required Sale Notice shall, subject to receipt of any Mandatory Regulatory Consents, be required to Transfer all (but not a portion only) of its Securities (“Drag Along Securities”) to the Drag Along Purchaser, provided that: 15.3.1 each Dragged AHG Shareholder shall have the right to request that any Mandatory Regulatory Consents required in relation to the Transfer of its Drag Along Securities are incorporated into the relevant Drag-Along Party transaction documents; 15.3.2 no Dragged AHG Shareholder shall be required to Sell that number of Shares give any indemnities or make any representations and warranties to the Drag Along Purchaser (or any other person), except for warranties as to the title to their Drag Along Securities and the authority and capacity to sell such Drag Along Securities (with such warranties being made severally and not jointly); 15.3.3 no Dragged AHG Shareholder shall be required to be Sold by it pursuant agree to Section 3.2(aany post-closing undertakings with the Drag Along Purchaser (or any other person), subject including, without limitation, any non-compete or non-solicitation undertakings; and 15.3.4 the Dragged AHG Shareholders shall not be required to Transfer their Drag Along Securities to the consummation Drag Along Purchaser prior to the date on which the Dragging AHG Shareholders’ Securities are Transferred to the Drag Along Purchaser. 15.4 Each Dragging AHG Shareholder and Dragged AHG Shareholder will be responsible for its pro rata share of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees costs and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a of the Required Sale pursuant Article 3.3, 4.1 or 4.2 and the sale of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Drag Along Parties that Securities based on the number of Shares such Dragging AHG Shareholder’s or Dragged AHG Shareholder’s Drag Along Securities relative to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares Dragging AHG Shareholders’ Securities and Drag Along Securities held by all Dragging AHG Shareholders and Dragged AHG Shareholders, to be Sold the extent not paid or reimbursed by the Majority Sponsor and the relevant Drag-Drag Along Party remains unchangedPurchaser.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell at any Shares (other than pursuant to an Affiliate Transfer)time after March 13, then such Majority Sponsor 2017, there shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the total number of Shares held by such Drag-Along Party (or, or voting rights in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by Company; (ii) a fractionmerger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Shares or voting rights 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 sale or transfer of all or substantially all the Company’s properties and assets to any other Person, in each case, if the Majority Class A Ordinary Shareholders, Majority Series A-1 Preferred Shareholders, Majority Series A-2 Preferred Shareholders, Majority Series B Preferred Shareholders (which shall include Apoletto), and Majority Series C Preferred Shareholders (collectively, the numerator of “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the number Company immediately prior to such transaction of not less than US$3,000,000,000, at the request of the Drag Holders, then each remaining Shareholder (each, a “Dragged Holder”) 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. If any Dragged Holder does not elect to vote, or give its written consent to the Drag-Along Sale, such Dragged Holder shall be obligated to purchase all the shares held by the Drag Holders and other Dragged Holders who has consented to participate in the Drag-Along Sale at the price upon terms offered for the Drag-Along Sale. In such event, the Dragged Holders who do not wish to sell their shares shall make a matching offer to purchase from all other relevant shareholders the shares proposed to be sold by any other such shareholders on no less favorable terms than the bona fide offer within thirty (30) Business days of the request for a Drag-Along Notice issued by the Drag Holders. For the avoidance of doubt, in all cases any exercise of rights pursuant to this Section 9.2 shall constitute a Deemed Liquidation Event under the Revised M&A. If any Dragged Holder has unilateral veto right to veto against the Drag-Along Sale, it is entitled to exercise its veto right to disapprove the Drag-Along Sale. However, if such Dragged Holder selects not to exercise such veto right, it shall act in accordance with this Section 9.2. 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 holder of Preferred Shares shall have the Majority Sponsor proposes right to Sell challenge any determination by the Board of fair market value made pursuant hereto, in which case the determination of fair market value shall be made by a valuer selected jointly by the Board and the denominator challenging parties. The valuer shall prepare a report setting forth the basis of which 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$100,000 of the costs of appointing the valuer shall be borne solely by the challenging holder(s) of Preferred Shares, and any amount of such costs in excess of US$100,000 shall be borne equally by the challenging holder(s) of Preferred Shares 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 total number Investors receive in whole or in part non-publicly traded securities of Shares held by such Majority Sponsoracquirer, 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-1 Preferred Shares, Series A-2 Preferred Shares, Series B Preferred Shares, and Series C Preferred Shares, as applicable, as set forth herein as of the date hereof. (b) With respect to any Sale The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 3.2(a)9.2, the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior or anything in this Agreement to the consummation of contrary notwithstanding. (c) Upon the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery approval of a Drag-Along NoticeSale as described in this Section 9.2, each Dragged Holder shall grant to the relevant CEO, a power of attorney to transfer its Shares and to do and carry out all other necessary or advisable acts to complete the Drag-Along Party Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Dragged Holder. The CEO shall be authorized to transfer the Shares of each Dragged Holder 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 transfers) on behalf of each Dragged Holder. (d) In any Drag-Along Sale approved by the Drag Holders, each Drag Holder shall severally, not jointly, join on a pro rata basis (based on the relative proceeds received in such transaction) in any indemnification obligations that are part of the terms and conditions of such Drag-Along Sale but only up to the net proceeds paid to such Drag Holder. Without limiting the foregoing sentence, no such Drag Holder who is not an employee, officer or controlling shareholder of a Group Company shall be required to Sell that number make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of Shares required to be Sold by it pursuant to Section 3.2(aapplicable agreements), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (ce) No Syndicatee For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of be bound by this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold 9.2 as if they were a Party hereunder, by that Drag-Along Party shall be increased or decreased delivering and executing an Adherence Agreement as provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.in Exhibit B.

Drag Along. (a) 4.1 If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (Transferor sells, other than in a public offering pursuant to an Affiliate Transfer)a registration statement, then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number shares of their Shares equal to the product of (i) the total number of Shares Common Stock held by such DragTransferor to a Transferee in one transaction or a series of related transactions on arms-Along Party (or, in length terms which constitute the case transfer of all of the GS Syndicatees onlyCommon Stock then owned by Xxxxx and its Affiliates, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by Transferor and/or its affiliates may, at their option, cause TCW (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes together with any party deemed to Sell and the denominator of which is the total number of Shares held by be included in such Majority Sponsor. (b) With respect to any Sale of Shares definition pursuant to Section 3.2(a)SECTION 4.2 below, the Initiating Majority Sponsor shall deliver a written notice (a Drag"DRAG-Along NoticeALONG PARTY") to each of its respective Drag-Along Parties no later than 2 Business Days prior sell to the consummation of the proposed SaleTransferee, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth provided with respect to the sale by the Transferor to such Transferee in such transaction, all shares of Common Stock which the Drag-Along Notice. Each relevant Party then owns (such shares being "DRAG-ALONG SHARES" and such transaction being a "DRAG-ALONG TRANSACTION"); PROVIDED, HOWEVER, that: (x) the price for the Drag-Along Party shall (i) take all such actions Shares may not be lower than the price per share paid to the Transferor in such manner as may be necessary and appropriate to ensure that the Sale is consummated same or related transaction; and (iiy) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its consideration for the Drag-Along Parties that Shares shall be paid in cash at the number closing of Shares to be Sold by that the Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and Transaction(s) unless the relevant Drag-Along Party remains unchangedconsents to payment in a form other than cash or, at the option of the relevant Drag-Along Party, in the same form of payment as received by the Transferor. 4.2 If TCW or any of its Affiliates (a "TCW ENTITY") proposes to Transfer to any Affiliate thereof any of the Common Stock held by such TCW Entity, then such TCW Entity, as a condition to the Transfer, shall cause such Affiliate to agree to be bound by this SECTION 4 and such Affiliate shall thereupon be deemed to be a party hereto and shall notify Xxxxx of the identity and address of such Affiliate. Thereupon such Affiliate shall also be deemed a "Drag-Along Party" for purposes of this Agreement. The drag-along rights set forth in this SECTION 4 shall not be applicable to transferees of the Drag-Along Party other than to other Affiliates of such Drag-Along Party. 4.3 To exercise a drag-along right, Transferor shall give written notice (the "DRAG-ALONG NOTICE") to the Drag-Along Party against whom the right is to be enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock. The notice shall specify the terms of such Transfer and certify as to the facts supporting exercise of the drag-along right and include a copy of the contract between the Transferor and Transferee to consummate the Drag-Along Transfer (the "SALE CONTRACT"), if such a Sale Contract has been signed . During the Drag-Along Period (as defined below), the Drag-Along Party in receipt of the Drag-Along Notice may not Transfer any Securities subject to Transferor's drag-along rights under this SECTION 4 to any Person other than Transferor or the Transferee. The "Drag-Along Period" shall be the period commencing on the date the Drag Along Notice is given and terminating on the earlier of (i) the 120th day following delivery of the Drag-Along Notice or (ii) the date of termination of the Sale Contract.

Drag Along. 9.7.1. In connection with a Sale of a Series by the Series Majority Class A Holders (aeach such holder, a “Prospective Selling Holder”) If a to one or more Persons that are not Affiliates of such Series Majority Sponsor Class A Holders (collectively, the “Prospective Buyer”) (the Initiating Majority Sponsor) proposes percentage of the Affected Units held by the Prospective Selling Holders which such number of units to be so sold by the Prospective Selling Holders represents is referred to herein as the “Drag Along Sale Percentage”), each holder of an Affected Unit hereby agrees, if the Prospective Selling Holders give the Drag Along Notice referred to in Section 9.7.2, to Sell any Shares (other than pursuant or otherwise dispose of or exchange Units representing, with respect to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares Affected Units held by such Drag-holder, the Drag Along Party (orSale Percentage of such Affected Units, which will first include vested Units and then, after all vested Units have been included, unvested Units, in the case of manner and on the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsorterms set forth in this Section 9.7. (b) With respect 9.7.2. If the Prospective Selling Holders elect to any Sale of Shares pursuant to exercise their rights under this Section 3.2(a)9.7, the Initiating Majority Sponsor shall deliver a written notice (a Drag-the “Drag Along Notice”) shall be furnished by the Prospective Selling Holders to each other holder of its respective Drag-Affected Units. The Drag Along Parties no later than 2 Business Days prior to Notice shall set forth the consummation principal terms of the proposed SaleSale of a Series including the number, setting forth Series and Classes of Units to be acquired or exchanged by the name and address of the purchaser (other than Prospective Buyer in the event Sale of a Public Sale)Series, the number of Shares Units to be Sold acquired or exchanged from the Prospective Selling Holders, the manner in which such Units are to be sold or exchanged, the Drag Along Sale Percentage, the per Unit consideration to be received in the proposed Sale of a Series (which may be estimated if the price is determined by each a formula including variables which cannot be precisely determined until closing) and the name of the Majority Sponsor and Prospective Buyer. The Prospective Selling Holders shall not be entitled to exercise any rights under this Section 9.7 in connection with a Sale of Class C Preferred Units or Class D Preferred Units unless the Drag-Along Party, Fortress Holders propose to sell at least 50% of their aggregate holdings of Class C Preferred Units or Class D Preferred Units. 9.7.3. If the amount and form Prospective Selling Holders consummate the proposed Sale of the consideration, and all other material terms and conditions offered by the purchaser (other than a Series to which reference is made in the event of a Public Sale). Upon delivery of a Drag-Drag Along Notice, each other holder of Affected Units (each a “Participating Seller,” and, together with the relevant Drag-Prospective Selling Holders, collectively, the “Drag Along Party Sellers”) shall be required bound and obligated to Sell that number Sell, exchange or otherwise dispose of Shares required Units representing, with respect to be Sold such Affected Units held by it pursuant to Section 3.2(a)such holder, subject to the consummation Drag Along Sale Percentage of such Affected Units in the proposed Sale at the same price and of a Series on the same terms and conditions with respect to each Unit sold, exchanged or otherwise disposed of (subject to Section 9.8), as set forth the Prospective Selling Holders shall Sell, exchange or otherwise dispose of each Unit in the Drag-Sale of a Series; provided, however, that, in the case of a sale, exchange or disposition of Class C Preferred Units or Class D Preferred Units, the price or value assigned to such Units shall be expressed as a specified percentage of the Series 1 Class C Preferred Priority Return (in the case of Class C Preferred Units) or Series 1 Class D Preferred Priority Return (in the case of Class D Preferred Units) of the Units to be sold, exchanged or disposed of. Notwithstanding any provision contained herein to the contrary, except as provided in Section 9.7.1, no holder of Units shall have the right to exercise any tag along rights contained in Section 9.6 in connection with the proposed Sale of a Series to which reference is made in the Drag Along Notice. Each relevant Drag-If at the end of the 120th day following the date of the effectiveness of the Drag Along Party Notice (provided, that if the only condition, other than the making of payments or delivery of documents at such closing, to the completion of the proposed sale is one or more regulatory or governmental approvals or consents, such 120 day period shall (i) take all such actions in such manner as may automatically be extended for an additional 45 days), the Prospective Selling Holders have not completed the proposed Sale of a Series, each Participating Seller shall be released from his obligation under the Drag Along Notice, the Drag Along Notice shall be null and void, and it shall be necessary for a separate Drag Along Notice to be furnished and appropriate to ensure that the Sale is consummated terms and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.29.7 separately complied with, in order to consummate such proposed Sale of a Series pursuant to this Section 9.7. 9.7.4. A Majority Sponsor may agree with The foregoing provisions of this Section 9.7 shall expire upon the closing of a Qualified Public Offering and shall not apply to any of its Drag-Along Parties that the number of Shares to be Units which have been Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedin a Public Sale.

Drag Along. If after the fourth (4th) anniversary of the Series B Closing Date, the Preferred Supermajority (the “Drag-Along Requestors”) approves a Trade Sale which values the Company at least US$180,000,000 (the “Drag-Along Transaction”) and notify the Company and other Shareholders in writing (“Drag Notice”), then each Shareholder hereby agrees: (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by if such Drag-Along Party Transaction requires a Shareholder’s approval, with respect to all Shares that such Shareholder owns or over which such Shareholder otherwise exercises voting power, to vote (orin person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Drag-Along Transaction (together with any related amendment to the case Amended M&AA required in order to implement such Drag-along Transaction) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes Company to Sell and the denominator of which is the total number of Shares held by consummate such Majority Sponsor.Drag-along Transaction; (b) With respect to any Sale if such Drag-along Transaction is a sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed SaleCompany, setting forth to sell the name and address same proportion of Shares of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold Company held by each of the Majority Sponsor and such Shareholder as is being sold by the Drag-Along Party, Requestor(s) to the amount and form of Person(s) to whom the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along NoticeRequestor(s) propose to sell their Shares, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale.Requestor(s); (c) No Syndicatee to execute and deliver all related documentation and take such other action in support of the Drag-Along Transaction as shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 reasonably be requested by the Company or 4.2 of this Agreement or an Affiliate Transferthe Drag-Along Requestor(s) except in accordance with order to carry out the provisions terms and provision of this Section 3.2. A Majority Sponsor may agree 6, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates or Permitted Transferee not to deposit, except as provided in this Agreement, any Shares of the Company owned by such party or Affiliate or Permitted Transferee in a voting trust or subject any Shares to any arrangement or agreement with any respect to the voting of its such Shares, unless specifically requested to do so by the acquiror in connection with the Drag-Along Parties that the number Transaction; (e) to refrain from exercising any dissenters’ rights or rights of Shares appraisal under applicable law at any time with respect to be Sold by that such Drag-Along Party shall be increased or decreased provided Transaction; and (f) if the number of Shares consideration to be Sold paid in exchange for the Shares pursuant to this Section 6 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 Majority Sponsor is also adjusted so that Company) of the total aggregate number securities which such Shareholder would otherwise receive as of Shares to be Sold by the Majority Sponsor date of the issuance of such securities in exchange for the Shares. Notwithstanding any provision in this Agreement and the relevant Amended M&A to the contrary (including without limitation Section 7.1), to the extent permitted by applicable laws, any Drag-Along Party remains unchangedTransaction contemplated under this Section 6 shall not be subject to a prior written consent or approval of any shareholder except those specifically set forth in this Section 6, and the proceeds of transactions contemplated under this Section 6 shall be distributed pursuant to Section 7.3. The Company shall use all reasonable efforts to cause all Members to be subject to the obligations set forth in this Section 6.

Drag Along. If TPG agrees at any time to Transfer, in any single or series of related transactions, at least eighty percent (a80%) If of the aggregate Purchase Price Value of the Investor Shares then held by TPG and its Affiliates to a Majority Sponsor non-affiliated third party (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective a “Drag-Along Parties to SellTransfer” and such purchaser, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such “Drag-Along Party (orBuyer”) for cash and/or Marketable Securities, TPG may exercise drag-along rights with respect to all Managers in accordance with the case of the GS Syndicatees onlyterms, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell conditions and the denominator of which is the total number of Shares held by such Majority Sponsorprocedures set forth herein. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor 4.3.1. TPG shall deliver a written promptly give notice (a “Drag-Along Notice”) to each of its respective Manager (the “Drag-Along Parties no later than 2 Business Days prior Stockholders”) of any election by TPG to the consummation of the proposed Saleexercise its drag-along rights under this Section 4.3, setting forth the name and address of the purchaser (other than in the event of a Public Sale)Transferee, the total number and class of Investor Shares proposed to be Sold Transferred by each of the Majority Sponsor TPG and the Drag-Along Partyits Affiliates, the proposed amount per share and form of the consideration, consideration for each such class of Investor Shares and all other material terms and conditions offered by of the purchaser (other than in Drag-Along Transfer. Such notice shall also specify the event number and class of Company Shares such Drag-Along Stockholders shall be required to Transfer, up to such Drag-Along Stockholders’ Pro Rata Portion for each applicable class of Company Shares; provided that the portion of Company Shares of a Public Sale)class with respect to each Drag-Along Stockholder is the same relative proportion for all Drag-Along Stockholders. Upon delivery Any Transfer of Company Shares by a Drag-Along Notice, Stockholder pursuant to the relevant terms hereof shall be at the same per share purchase price for each class of Company Shares sold by TPG and its Affiliates and specified in the Drag-Along Party Notice and each Drag-Along Stockholder shall be required receive the same relative proportion of cash and Marketable Securities. 4.3.2. Each Drag-Along Stockholder agrees, severally and not jointly, to Sell (i) make individual representations, warranties, covenants, indemnities and other agreements solely as to the title to, and the absence of any Adverse Claims with respect to, its Company Shares and the power, authority and legal right to Transfer such Company Shares, (ii) execute and deliver agreements, covenants and indemnities as made by TPG in connection with the Drag-Along Transfer (other than any non-competition, non-solicitation or other non-financial agreements or covenants that number would bind such Drag-Along Stockholder or its Affiliates without the prior written consent of Shares required to be Sold by it pursuant to Section 3.2(asuch Drag-Along Stockholder), subject to (iii) agree to, except as provided in the consummation of the proposed Sale at the same price and on preceding subclause (ii), the same terms and conditions to the Transfer as TPG agrees, (iv) not demand or exercise appraisal or dissenters rights under any applicable business corporation or other law with respect to a transaction subject to this Section 4.3 as to which such appraisal rights are available and (v) be liable as to all representations, warranties, covenants, indemnities and other agreements being made, agreed to or delivered by the Company or any of its subsidiaries, or in respect of the Company or any of its subsidiaries or their respective businesses, in connection with such transaction (other than the individual representations, warranties, covenants, indemnities and other agreements of the type set forth in subclause (i)), in each case to the same extent as TPG but pro rata based on the relative proceeds to be received by each of them from the sale of the shares of Common Stock Transferred by each of them. Notwithstanding the foregoing, the aggregate amount of liability for TPG and such Drag-Along Notice. Each relevant Stockholders shall not in any event exceed the U.S. dollar value of the net proceeds received by TPG and such Drag-Along Party shall Stockholders, respectively. 4.3.3. In the event that any such Transfer is structured as a merger, consolidation, or similar business combination, each Drag-Along Stockholder agrees to (i) vote in favor of the transaction, (ii) take all such other action as may be required to effect such transaction. 4.3.4. Solely for purposes of Section 4.3.3(i) and in order to secure the performance of each Manager’s obligations under Section 4.3.3(i), each Manager hereby irrevocably appoints TPG (or a designee thereof) the attorney-in-fact and proxy of such Manager (with full power of substitution) to vote or provide a written consent with respect to its Company Shares as described in this paragraph if, and only in the event that, such Manager fails to vote or provide a written consent with respect to its Company Shares in accordance with the terms of Section 4.3.3(i) (each such Manager, a “Breaching Drag-Along Stockholder”) within three (3) days of a request for such vote or written consent. Upon such failure, the TPG (or a designee thereof) shall have and is hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Drag-Along Stockholder’s Company Shares for the purposes of taking the actions in required by Section 4.3.3(i). Each Manager intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each Manager will take such manner further action and execute such other instruments as may be necessary and appropriate to ensure that effectuate the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 intent of this Agreement or an Affiliate Transferproxy and hereby revokes any proxy previously granted by it with respect to the matters set forth in Section 4.3.3(i) except with respect to the Company Shares owned by such Manager. Notwithstanding the foregoing, the conditional proxy granted by this Section 4.3.4 shall be deemed to be revoked upon the termination of this Section 4.3 in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedterms.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number Majority Preferred Holders approve a bona-fide, arms-length proposal from a third party that is not an Affiliate of any of the Preferred Shareholders for a Company Sale (a “Sale Proposal”), (ii) such Sale Proposal has been approved by the Board with the consent required by Section 4.3(f)(ii), and (iii) the Majority Preferred Holders give a notice in writing to each of the other Shareholders (a “Drag Along Notice”) requiring him to do so, each of the other Shareholders shall (if the Company Sale involves the sale of equity securities held by such Shareholders) sell or transfer all of such equity securities held by such Shareholder to a third party specified in the Drag Along Notice in accordance with the Drag Along Notice or (if the Company Sale involves the sale of assets or a merger or consolidation) vote and procure the Company or any other member of the Company Group or their respective directors to vote in favor of the Sale Proposal and otherwise take all necessary actions to cause the Company Sale to be consummated in accordance with the Drag Along Notice, and (if the Company Sale involves the sale of assets or equity interests in any member of the Company Group other than the Company) to procure the relevant members of the Company Group to declare and pay dividends and other distributions, repay shareholder loans or effect a redemption of shares, share repurchase, capital reduction or liquidation or take any other action to procure that the sale proceeds (and if the Sale Proposal is for a sale of assets or of a member of the Company Group other than the Company or a merger or consolidation, the sale proceeds net of taxes arising on such sale and reasonable expenses incurred by the Company Group) shall be distributed to the Shareholders in accordance with the Drag Along Notice; including but not limited to converting all Preferred Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shareholder into Class A Common Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation sale of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses shares in connection with such Company Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3; provided, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with however, the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party Preferred Shareholders shall be increased or decreased provided entitled to issue a Drag Along Notice only if the number Company Sale shall have a valuation of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedno less than US$100,000,000.

Drag Along. (a) If a Majority Sponsor Definitions in this Section are as set out in the Shareholder Agreement (defined in Article 9.1 of the Company’s articles (the Initiating Majority Sponsor“Articles”)) proposes amongst the Company and certain of its shareholders dated April 14, 2020, as amended from time to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsortime. (b) With respect to any Sale of Shares pursuant to Section 3.2(aIf: (i) Bound Shareholders (the “Selling Shareholders”), holding not less than 75% of the Initiating Majority Sponsor shall deliver Equity Securities (calculated on a written notice Fully Diluted Basis) that are subject to the SHA, approve the Transfer to a Person or Persons acting jointly or in concert (a Drag-“Drag Along NoticePurchaser”) of all of their Equity Securities; and (ii) the Drag Along Purchaser offers to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation acquire all of the proposed Sale, setting forth the name and address remaining outstanding Equity Securities of the purchaser (all other than in the event of a Public Sale), the number of Shares to be Sold by kinds or classes from each of the Majority Sponsor and the Drag-Along Party, the amount and form other securityholders of the consideration, and all other material Company on equivalent terms and conditions offered for each kind or class of security, mutatis mutandis, as those agreed to by the purchaser Selling Shareholders; (other than in the event of a Public Sale). Upon delivery of a Drag-“Drag Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(aOffer”), subject then the Award Holder must Transfer this Award to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Drag Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except Purchaser in accordance with the provisions terms and conditions of the Drag Along Offer. Notwithstanding the foregoing: (A) if the Transfer of the Equity Securities of the Selling Shareholders and the Other Securityholders to the Drag Along Purchaser pursuant to the Drag Along Offer will result in a Change of Control, the accelerated vesting provision in Section I. Notice of Award will be deemed to have occurred immediately prior to the change of control; and (B) the Selling Shareholders will provide the Award Holder with at least fifteen (15) days’ notice prior to the Transfer requirement being effective, in order that the Award Holder may exercise any vested portion of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties Award (including the amount that would vest through accelerated vesting) prior to the number of Shares requirement to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedTransfer this Award.

Drag Along. 18.1 Provided that the procedures in clauses 13 and 14 have been exhausted, and subject always to clause 13.4, if Top Ships on the one hand, or Gunvor on the other hand (aprovided in each case, the Shareholder holds not less than 50% of the Shares) If a Majority Sponsor (the Initiating Majority Sponsor"Selling Shareholder") proposes wish to Sell any transfer all (but not some only) of its Shares (other than pursuant "Sellers' Shares") (and Shareholder Loans if applicable) to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic a bona fide purchaser on arm's length terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a"Proposed Buyer"), the Initiating Majority Sponsor shall deliver a written notice Selling Shareholder may require the other Shareholder (a Drag-Along Notice"Called Shareholder") to each of sell and transfer all its respective Drag-Along Parties no later than 2 Business Days prior shares ("Called Shares") (and Shareholder Loans if applicable) to the consummation of Proposed Buyer (or as the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (iProposed Buyer directs) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2clause 18 ("Drag Along Option"). 18.2 Subject to clause 18.1, the Selling Shareholder may exercise the Drag Along Option at any time after the third anniversary of the Completion Date and shall only be exercised by the Shareholder wishing to exercise its option giving written notice to that effect to the Called Shareholder ("Drag Along Notice"). A Majority Sponsor may agree with any of its Drag-The Drag Along Parties Notice shall specify: (a) that the number Called Shareholder is required to transfer all its Called Shares (and Shareholder Loans if applicable) pursuant to this clause 18; (b) the person to whom the Called Shares (and Shareholder Loans if applicable) are to be transferred; (c) the purchase price payable for the Called Shares ("Offer Price") which shall, for each Called Share be an amount at least equal to the price per share offered by the Proposed Buyer for the Sellers' Shares; (d) the value of any Shareholder Loans outstanding and accrued but unpaid interest; and (e) a date, which is no less than five and no more than forty five (45) Business Days after the date of the Drag Along Notice, on which completion is to take place. 18.3 Where a Drag Along Option is exercised the Selling Shareholder shall, as a condition precedent to the transfer of the Called Shares to be Sold by that Drag-the Proposed Buyer, pay or procure the payment of the Shortfall to the Called Shareholder in addition to the Offer Price. For the avoidance of doubt if a Drag Along Party Option is exercised after the ninth anniversary of Completion the provisions of this Clause shall not apply. 18.4 Once issued, a Drag Along Notice shall be increased or decreased provided irrevocable. However, a Drag Along Notice shall lapse if, for any reason, the number of Selling Shareholder has not entered into a definitive agreement to sell the Sellers' Shares to be Sold by the Majority Sponsor is also adjusted so that Proposed Buyer within forty five (45) Business Days of serving the total aggregate number Drag Along Notice. The Selling Shareholders may serve further Drag Along Notices following the lapse of Shares to be Sold by the Majority Sponsor and the relevant Drag-any particular Drag Along Party remains unchangedNotice.

Drag Along. (a) If Without limiting any rights granted under the Marquee Stockholders Agreement, at any time prior to the IPO Date, Investors (which for purposes of this Section 3 shall include any Permitted Transferee of any Investor) constituting a Requisite Stockholder Majority Sponsor (collectively, the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective “Drag-Along Parties Sellers”) may require each Management Stockholder to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number include Restricted Shares (including Restricted Shares issuable upon exercise of their Shares equal to the product of (i) the total number of Shares Vested Options held by such Drag-Along Party (or, in the case Management Stockholder and including Restricted Shares issuable upon exercise of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share Employee Options that vest as a result of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Exit Sale, setting forth the name and address of the purchaser (other than ) in the event of a Public Sale), the number of Shares any Company Sale pursuant to be Sold by each of the Majority Sponsor and which the Drag-Along Party, the amount and form Sellers are Transferring at least 90% of the consideration, and all other material terms and conditions offered Shares then held by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Sellers for consideration consisting of cash and cash equivalents (an “Exit Sale”) to an Independent Third Party (a “Drag-Along Party shall be required to Sell that number Transferee”) in a bona fide arm’s length transaction or series of Shares required to be Sold by it transactions (including pursuant to Section 3.2(a)a stock sale, asset sale, recapitalization, tender offer, merger or other business combination transaction or otherwise) at the purchase price and upon the terms and subject to the consummation conditions of the proposed Exit Sale at the same price and on the same terms and conditions as (all of which shall be set forth in the Drag-Along Notice). Each relevant In connection with an Exit Sale, the Company may also require each Management Stockholder to provide his, her or its written consent approving the Exit Sale with respect to all Shares owned by such Management Stockholder, as necessary or desirable to authorize, approve and adopt the Exit Sale. In the event that a sale is proposed pursuant to this Section 3(a), all outstanding proposals to Transfer Restricted Shares shall immediately be withdrawn and no Transfer of Restricted Shares shall be consummated until the expiration of the time period provided for in Section 3(d). The consummation of an Exit Sale by the Drag-Along Party Sellers shall be subject to the sole discretion of the Drag-Along Sellers, who shall have no liability or obligation whatsoever (iother than compliance with this Section 3) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses any Management Stockholder participating therein in connection with such Management Stockholder’s Transfer of Shares. (b) The rights set forth in Section 3(a) shall be exercised by the Drag-Along Sellers giving written notice (the “Drag-Along Notice”) to the Company, at least ten (10) Business Days prior to the date on which the Drag-Along Sellers expect to consummate the Exit Sale. In the event that the terms and/or conditions set forth in the Drag-Along Notice are thereafter amended in any material respect, the Drag-Along Sellers shall give written notice (an “Amended Drag-Along Notice”) of the amended terms and conditions of the proposed Transfer to the Company. Each Drag-Along Notice and Amended Drag-Along Notice shall set forth: (i) the name of the Exit Sale Transferee and the number of shares of Common Stock proposed to be purchased by such Exit Sale Transferee, (ii) the proposed amount and type of consideration and material terms and conditions of payment offered by the Exit Sale Transferee and (iii) a summary of any other material terms pertaining to the Transfer (the “Third Party Terms”). Upon receipt of any Drag-Along Notice or Amended Drag-Along Notice, the Company shall deliver a copy of same to each Management Stockholder at least five (5) Business Days prior to the proposed date of such Transfer. (c) No Syndicatee All Transfers of Shares to the Exit Sale Transferee pursuant to this Section 3 shall Sell be consummated simultaneously at the offices of the Company, unless the Drag-Along Sellers elect otherwise, on the later of (i) a Business Day not less than ten (10) or more than sixty (60) days after the Drag-Along Notice is received by the Company or (ii) the third Business Day following receipt of all material Governmental Approvals, or at such other time and/or place as each of the parties to such Transfers may agree. The delivery of stock certificates shall be made on such date, against payment of the purchase price for such Shares minus the aggregate exercise price of any Vested Options being Transferred by the Management Stockholder, duly endorsed for Transfer or with duly executed stock powers or similar instruments, or such other instrument of Transfer of such Shares as may be reasonably requested by the Drag-Along Sellers and acceptable to the Company, with all stock transfer taxes paid and stamps affixed, and in the case of Vested Options subject to a Drag-Along Notice, an instrument acceptable to the Company evidencing the cancellation of Vested Options. Each Management Stockholder shall receive the same form and amount of consideration received by the Drag-Along Sellers per Share (minus the exercise price of Vested Options subject to the Drag-Along Notice). To the extent that the parties (or any successors thereto) to a sale described in this Section 3 are to provide any indemnification or otherwise assume any other than post-closing liabilities, the Drag-Along Sellers and all Management Stockholders and other Investors selling Shares in a Sale pursuant Article 3.3, 4.1 or 4.2 of transaction described under this Agreement or an Affiliate Transfer) except Section 3 shall do so severally and not jointly (and on a pro rata basis in accordance with the Shares (including Shares subject to Employee Options) being sold by each) and each such Person’s respective potential liability thereunder shall not exceed the proceeds received by such Person. Furthermore, each Management Stockholder shall only be required to give customary representations and warranties, including, but not limited to, title to Shares (including Shares subject to Employee Options) conveyed, legal authority and capacity, and non-contravention of other agreements to which he, she or it is a party, with respect to which indemnification or other post-closing liabilities shall be several and not joint (and only as to the representations and warranties given by such Management Stockholder) and each Management Stockholder’s respective potential liability thereunder shall not exceed the proceeds received by such Management Stockholder; provided, that in connection with such transaction no Management Stockholder shall be required to enter into any non-competition agreement. Each Management Stockholder shall be required to enter into any instrument, undertaking or obligation necessary or reasonably requested and deliver all documents necessary or reasonably requested in connection with such sale (as specified in the Drag-Along Notice) in connection with this Section 3. (d) If at the end of the 90th day after the Company’s receipt of the Drag-Along Notice, the Drag-Along Sellers have not completed the proposed Transfer, the Drag-Along Notice shall be null and void, and it shall be necessary for a separate Drag-Along Notice to be delivered, and the terms and provisions of this Section 3.2. A Majority Sponsor 3 separately complied with, in order to consummate such Transfer pursuant to this Section 3; provided, that such 90 day time period may agree with any be extended at the option of its the Drag-Along Parties Sellers for a reasonable period of time not to exceed an additional 90 days to the extent that the number of Shares failure to be Sold by that Drag-Along Party shall be increased or decreased provided complete the number of Shares to be Sold proposed Transfer is cause by the Majority Sponsor is also adjusted so that failure to obtain the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangednecessary Governmental Approvals.

Drag Along. (a) If a Majority Sponsor Resolute Investors (as defined in the Shareholder Agreement) holding, in the aggregate, at least 50 percent (50%) of the Common Shares (the Initiating Majority Sponsor“Selling Shareholders”) proposes agree to Sell any 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 (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective the “Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(aBuyer”), the Initiating Majority Sponsor shall Selling Shareholders may deliver a written notice (a “Drag-Along Notice”) to each of its respective other Shareholder (the “Drag-Along Parties no later than 2 Business Days prior Shareholders”), stating that such Selling Shareholders wish to the consummation of the proposed Saleexercise their rights under this Section 12 with respect to such Transfer, and setting forth the name and address of the purchaser (other than in the event of a Public Sale)Drag-Along Buyer, the number of Common Shares proposed to be Sold by each of the Majority Sponsor and the Drag-Along PartyTransferred, the proposed amount and form of the consideration, and all other material terms and conditions offered by the purchaser Drag-Along Buyer. (other than in the event of a Public Sale). b) Upon delivery of a Drag-Along Notice, the relevant each Drag-Along Party Shareholder shall be required to Sell that number Transfer all, but not less than all, of Shares required to be Sold by it pursuant to Section 3.2(a)its Common Shares, subject to the consummation of the proposed Sale at the same price and on upon the same terms and conditions (including, without limitation, as set forth in to price, time of payment and form of consideration) as agreed by the Selling Shareholders and the Drag-Along Notice. Each relevant Buyer, and shall make to the Drag-Along Party 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 Drag-Along Shareholder or its Affiliates), 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 each Drag-Along Shareholder severally and not jointly and that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of the Drag-Along Shareholder 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 Drag-Along Shareholder shall not exceed either (i) take all such actions Drag-Along Shareholder’s pro rata portion of any such liability, to be determined in accordance with such Drag-Along Shareholder’s portion of the total number of Common Shares included in such manner as may be necessary and appropriate to ensure that the Sale is consummated and Transfer or (ii) shall bear its proportionate share of all Third Party transaction fees and expenses the proceeds to such Drag-Along Shareholder in connection with such SaleTransfer. (c) No Syndicatee shall Sell In the event that any such Transfer is structured as a merger, amalgamation, consolidation, or similar business combination, each Drag-Along Shareholder agrees to (i) vote in favor of the transaction, (ii) take such other action as may be required to effect such transaction (subject to Section 12(b)) and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If any Shareholder fails to vote its Voting Shares (other than or to provide a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except written consent in accordance with the provisions terms of this Section 3.2. A Majority Sponsor may agree with any of its 11 (each such Shareholder, a “Breaching Drag-Along Parties that Shareholder”), the number Shareholders and the Company shall take such action as is necessary in accordance with the Bye-laws of Shares the Company and Bermuda law to convene a general meeting or to circulate written resolutions, the purpose of which will be Sold by that to propose for approval of the Shareholders such actions as are necessary in order to ensure compliance with the provisions of Section 11. (e) Solely for purposes of Section 11 and in order to secure the performance of each Shareholder’s obligations under Section 11, each Shareholder hereby: (i) appoints each Drag-Along Party Proxy Holder (as defined in Section 11(f)) acting severally: the attorney-in-fact of such Shareholder (with full power of substitution) for the purpose of signing written resolutions circulated pursuant to Section 11(d) on behalf of such Shareholder; and (ii) agrees on the date hereof to grant a proxy to each Proxy Holder in the form attached hereto as Exhibit for the purpose of voting the Voting Shares held by such Shareholder at a general meeting convened pursuant to Section 11(d). Each Shareholder acknowledges and agrees that the power of attorney granted by such Shareholder pursuant to this Section 11(d) is coupled with an interest and is irrevocable, and that the proxy to be granted pursuant to this Section 11(d) shall be increased or decreased provided the number coupled with an interest and shall be irrevocable. (f) For purposes of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Section 11, each “Drag-Along Party remains unchangedProxy Holder” shall be an individual nominated for this purpose by any Selling Shareholder. (g) Each Shareholder agrees to take such further action and to execute such other instruments as may be necessary to effect the appointment of attorneys-in-fact and proxies pursuant to this Section 11, and each Drag-Along Breaching Shareholder hereby revokes any power of attorney or proxy previously granted by it with respect to the matters set forth in Section 11 for purposes of, respectively, any written resolutions circulated or any general meeting convened pursuant to Section 11(d).

Drag Along. If the Preferred Majority Holders (the “Drag-Along Requestors”) consent to a bona fide transaction or a series of related transactions in which a Person, or a group of related Persons (collectively the “Drag-Along Purchaser”), directly or indirectly acquires all or substantially all of the equity or assets and undertakings of the Group that values the Group at least US$3.20 billion (the “Drag-Along Transaction”), the Drag-Along Requestors shall have the right to require all other Shareholders, and any of such Shareholders shall have the obligations: (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by if such Drag-Along Party Transaction requires shareholder approval, with respect to all Shares that such Shareholder owns or over which such Shareholder otherwise exercises voting power, to vote (orin person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Drag-Along Transaction (together with any related amendment to the case Amended M&AA required in order to implement such Drag-Along Transaction) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes Company to Sell and the denominator of which is the total number of Shares held by consummate such Majority Sponsor.Drag-Along Transaction; (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a if such Drag-Along Notice) to each Transaction is a sale of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation Shares of the proposed SaleCompany, setting forth to sell the name and address same proportion of Shares of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold Company held by each of the Majority Sponsor and such Shareholder as is being sold by the Drag-Along Party, Requestors to the amount and form of Person(s) to whom the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along NoticeRequestors propose to sell their Shares, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at and on the same price date and on the same terms and conditions as set forth the Drag- Along Requestors (for the avoidance of doubt, if such Shareholder is a Series G RMB Investor, such Series G RMB Investor shall promptly comply with all instructions from the Group Companies to implement the Drag-Along Transaction, including, without limitation, the selling of its Shares in the Company and/or its corresponding equity interest in Yougu Shanghai and any of the other Group Companies); (c) to execute and deliver all related documentation and take such other action in support of the Drag-Along Transaction as shall reasonably be requested by the Company or the Drag-Along Requestors in order to carry out the terms and provision of this Section 7, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and Encumbrances) and any similar or related documents (provided that such Shareholder will not be required to sell any of its Shares unless the aggregate obligations and liabilities (including without limitation the liability for indemnification, if any) of such Shareholder in the Drag-Along Notice. Each relevant Transaction is several, not joint, and is pro rata in accordance with such Shareholder’s relative Share ownership of the Company, and will not exceed the consideration payable to such Shareholder, if any, in the Drag-Along Party shall Transaction); and to procure the Company to (iand the Company shall) take all make proper entries in the register of members of the Company and cancel the surrendered share certificates and issue any new share certificates as necessary to consummate the Drag-Along Transaction; (d) not to deposit, and to cause their Affiliates (except for the Persons who Control such actions Shareholder) or Permitted Transferee not to deposit, except as provided in this Agreement, any Shares of the Company owned by such manner as may be necessary and appropriate party or Affiliate or Permitted Transferee in a voting trust or subject any Shares to ensure that any arrangement or agreement with respect to the Sale is consummated and (ii) shall bear its proportionate share voting of all Third Party transaction fees and expenses such Shares, unless specifically requested to do so by the acquirer in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number Transaction; (e) to refrain from exercising any dissenters’ rights or rights of Shares appraisal under Applicable Law at any time with respect to be Sold by that such Drag-Along Party shall be increased or decreased provided Transaction; and (f) if the number of Shares consideration to be Sold paid in exchange for the Shares pursuant to this Section 7 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 Majority Sponsor is also adjusted so that unanimous consent of all members of Board) of the total aggregate number securities which such Shareholder would otherwise receive as of Shares to be Sold by the Majority Sponsor and date of the relevant Drag-Along Party remains unchangedissuance of such securities in exchange for the Shares.

Drag Along. (ai) If Each Member hereby agrees, if requested after the Flip Point by one or more Members holding an aggregate percentage of the Company’s total Membership Interests exceeding thirty-four percent (34%), or such percentage as agreed by all Members (whether one or more, a Majority Sponsor “Drag Along Seller”), to participate in a bona fide, arm’s length sale for cash (a “Drag Along Sale”) of 100% of the Initiating Majority Sponsor) proposes Membership Interests of the Company to Sell any Shares Person not an Affiliate of the Drag Along Seller and with whom the Drag Along Seller has no familial relationship by blood or by marriage or any direct or indirect affiliation, either through ownership entities (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-public companies) or otherwise (the “Drag Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (iPurchaser”) the total number of Shares held by such Drag-Along Party (or, in the case of manner and on the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by terms set forth in this Section 3.03(d). (ii) If the Drag Along Seller elects to exercise its rights under this Section 3.03(d), a fractionnotice (the “Drag Along Notice”) shall be furnished by the Drag Along Seller to the non-Disposing Members. The Drag Along Notice shall set forth the principal terms of the Drag Along Sale, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell purchase price, and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in Drag Along Purchaser. If the event of a Public Sale)Drag Along Seller proceeds with the Drag Along Purchaser to closing, the number of Shares to be Sold by each of the Majority Sponsor and the Dragnon-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party Disposing Members shall be required bound and obligated to Sell that number sell all of Shares required to be Sold by it pursuant to Section 3.2(a), subject their respective Membership Interests to the consummation of the proposed Sale at the same price and Drag Along Purchaser on the same terms and conditions as set forth in those under which the DragDrag Along Seller sold its Membership Interest. If at the end of the sixtieth (60th) day following the effective date of the Drag Along Notice the Drag Along Seller has not completed the Drag Along Sale, the non-Disposing Members shall be released from their obligations under the Drag Along Notice. Each relevant Drag-, the Drag Along Party Notice shall (i) take all such actions in such manner as may be null and void, and it shall be necessary for a new Drag Along Notice to be furnished and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree 3.03(d) separately complied with in order to consummate any of its Drag-such Drag Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedSale.

Drag Along. (a) If a For so long as the Gxxxxx Parties are the Majority Sponsor Holder, following the date that is eighteen (18) months after the Initiating Majority Sponsor) proposes to Sell Closing Date and in connection with any Shares (other than pursuant to an Affiliate TransferFull Sale that complies with Section 7.1(b), then such Majority Sponsor shall the Company Board may require its respective Drag-Along Parties the Trawlers Party to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number sell all of their Company Ordinary Shares equal and take such other actions as are reasonably necessary to effect the product of Full Sale, including (i) the total number of Shares held by such Drag-Along Party (orwaiving any appraisal or dissenters' rights, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) voting its Company Ordinary Shares to (x) approve such Full Sale or (y) adopt the definitive agreement with respect to such Full Sale and (iii) tendering its shares into a fractiontender offer in respect of such Full Sale (a “Dragged Trawlers” and such transaction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsora “Drag Sale”). (b) With The Company Board shall be permitted to require the Dragged Trawlers to take the actions contemplated by Section 7.1(a), only if: (i) the Gxxxxx Parties representing the Gxxxxx Parties Majority have committed to or agreed to vote or tender their respective Company Ordinary Shares in favor of the Full Sale (evidence of such agreement to be provided to the Dragged Trawlers in writing promptly following execution thereof and it being understood that such an agreement may include a “fallaway” if the Company Board changes its recommendation in respect of such a transaction); (ii) the Company Board votes in favor of the Full Sale and does not effect a change of recommendation with respect to any such Full Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation applicable shareholder meeting convened to approve, or (if applicable) the closing of the tender offer for, such Full Sale; (iii) the Gxxxxx Parties have provided written notice of such proposed SaleFull Sale to the Trawlers Parties, setting forth the name and address which notice shall include all of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered of such proposed Full Sale, to require the Trawlers Parties to take the actions contemplated by the purchaser Section 7.1(a) (other than in the event of a Public Saleas applicable). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall ; (iiv) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Full Sale the Trawlers Parties receive (directly from the purchaser in such Full Sale or otherwise) (1) consideration solely comprised of cash (without any holdback, escrow or other deduction) and (2) no less than the highest amount of consideration (on a per security basis, looked at per class of security) that is being paid to the holder of such class of security (taking into account any payments made directly or indirectly to any party in connection with such Full Sale); provided, if a definitive agreement is entered into with respect to such Full Sale (or such Full Sale is otherwise consummated) prior to the third (3rd) anniversary of the Closing Date, then without limitation to the foregoing requirement, such consideration received by the Trawlers Parties (directly from the purchaser in such Full Sale or otherwise) will (X) be no less than $33.00 per Company Ordinary Share and (Y) consist solely of cash (unless the Trawlers Parties otherwise elect to receive the transaction consideration prior to the entry into the definitive agreement for such Drag Sale by the Company); and (v) such Full Sale complies with this Agreement; provided, further, that the obligations of the Trawlers Parties in connection with the Drag Sale shall be no more onerous than the obligations of the Gxxxxx Parties (the “Drag Terms of Purchase”). Notwithstanding the foregoing, it is understood and agreed that in any such Drag Sale (or in any series of transactions related to such Drag Sale) the Gxxxxx Parties may be given the opportunity to rollover, and may accept and effect a rollover of, a portion of their Company Ordinary Shares representing not more than fifty percent (50%) of the Company Ordinary Shares held by the Gxxxxx Parties immediately prior to such Drag Sale, which rollover opportunity need not be offered to any of the Trawlers Parties. (c) No Syndicatee Each of the Dragged Trawlers shall Sell cooperate in, and shall take all actions that the Company, acting reasonably, deems necessary to consummate the Drag Sale, including, (i) voting their respective Company Ordinary Shares in favor of the Drag Sale, (ii) voting their respective Company Ordinary Shares in opposition to any and all other proposals that could oppose, prevent, delay, or impair the Company’s ability to close the Drag Sale, (iii) subjecting any such Company Ordinary Shares to any arrangement or agreement with respect to voting any such Company Ordinary Shares in respect of such Drag Sale, and (other than a Sale pursuant Article 3.3iv) subject to the Drag Terms of Purchase, 4.1 or 4.2 of this Agreement or entering into an Affiliate Transferagreement(s) except in accordance with the provisions Company and/or the proposed transferee in connection with the Drag Sale as may be reasonably requested by the Company. Without limiting the generality of the foregoing, each Dragged Trawlers hereby waives any dissenter’s rights, appraisal rights or similar rights in connection with such transaction contemplated by this Section 7.1 and agrees to execute any agreement evidencing the same in connection with a Drag Sale. (d) Notwithstanding anything to the contrary in this Agreement, any Full Sale that is consummated (or a definitive agreement in respect of such Full Sale is entered into) prior to the date that is the third (3rd) anniversary of the Closing Date (i) shall provide for the Trawlers Parties to receive consideration (directly or indirectly) of no less than $33.00 in cash per Company Ordinary Share and (ii) may result in the Gxxxxx Parties rolling over a portion of their Company Ordinary Shares representing not more than fifty percent (50%) of the Company Ordinary Shares held by the Gxxxxx Parties immediately prior to such Full Sale in connection with such Full Sale (or in any of series of transactions related to such Full Sale). (e) Notwithstanding anything to the contrary in this Agreement, without the prior written consent of the Trawlers Parties, the Gxxxxx Parties shall not (and shall cause their respective Representatives not to) directly or indirectly, initiate, solicit, encourage, facilitate, participate in, enter into, approve, consummate or otherwise support any Full Sale prior to the date that is twelve (12) months after the Closing Date, and any attempt to effect a Full Sale in violation of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party 7.1(e) shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor null and the relevant Drag-Along Party remains unchangedvoid ab initio.

Drag Along. (a) If a Once the Control Conditions have been satisfied, the Sole Member shall, on the request of the Majority Sponsor (Noteholders and subject to any required approvals of the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer)Gaming Authorities, then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) sell, Transfer and deliver, or cause to be sold, Transferred and delivered, to any Person in connection with a Sale Event (the total number "BUYER") all of Shares held by such Drag-Along Party (or, its Equity Interests in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated Company; and (ii) execute and deliver such instruments of conveyance and 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 agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as such Majority Noteholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 6.3 (the "DRAG-ALONG RIGHT"); provided, however that the Noteholders, on the one hand, and the Sole Member, on the other, shall bear its proportionate share of all Third Party transaction fees and expenses responsibility for any indemnity given to the Buyer in connection with such SaleSale Event in proportion to the net proceeds received by each in the Sale Event. The Sole Member shall be entitled to receive all of the 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 proceeds to which they are entitled under the terms and conditions of the 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). (ca) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions For purposes of this Section 3.2. A 6.3, a "SALE EVENT" shall mean a bona fide, arms-length negotiated transaction in which the Majority Sponsor may agree with 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), or (ii) to sell sufficient capital stock of the Company or any of its Dragsubsidiaries to constitute a change in control of the Company or such subsidiary or (iii) to cause the Company or any of its subsidiaries to merge with or into or consolidate with any non-Along Parties that Affiliate(s) of the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedCompany.

Drag Along. Any time after thirty-six (36) months from the Closing, if the holders of more than two-thirds (2/3) of the then outstanding Shares of the Company (the “Drag-Along Requestors”) voting as a single class, approve a Liquidation Event in which the valuation of the Company for such proposed Liquidation Event shall result in a price per Share being no less than two point five (2.5) times the Original Series D Issue Price (as defined in the Articles, and subject to appropriate adjustments for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement) (the “Drag-Along Transaction”) and notify the Company and other Shareholders in writing, then each Shareholder (other than Antfin) hereby agrees: (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by if such Drag-Along Party Transaction requires Shareholders’ approval, with respect to all Shares that such Shareholder owns or over which such Shareholder otherwise exercises voting power, to vote (orin person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Drag-Along Transaction (together with any related amendment to the case Articles required in order to implement such Drag-Along Transaction) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes Company to Sell and the denominator of which is the total number of Shares held by consummate such Majority Sponsor.Drag-Along Transaction; (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a if such Drag-Along Notice) to each Transaction is a sale of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation Shares of the proposed SaleCompany, setting forth to sell the name and address same proportion of Shares of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold Company held by each of the Majority Sponsor and such Shareholder as is being sold by the Drag-Along Party, Requestor(s) to the amount and form of Person(s) to whom the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along NoticeRequestor(s) propose to sell their Shares, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale.Requestor(s); (c) No Syndicatee to execute and deliver all related documentation and take such other action in support of the Drag-Along Transaction as shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 reasonably be requested by the Company or 4.2 of this Agreement or an Affiliate Transferthe Drag-Along Requestor(s) except in accordance with order to carry out the provisions terms and provision of this Section 3.2. A Majority Sponsor may agree 7, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; provided, that no Investor shall be required to give any representations or warranties, covenants or indemnities with any of its respect to such Drag-Along Parties that Transaction or with respect to the number Company, except for the ownership and title of such Investor’s Shares to be Sold by that sold in such Drag-Along Transaction. (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company owned by such Party shall be increased or decreased provided the number of Affiliate in a voting trust or subject any Shares to be Sold any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the Majority Sponsor is also adjusted so that acquiror in connection with the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedTransaction; and (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Drag-Along Transaction.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) GM Investor proposes to Sell any Shares Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to an Affiliate TransferSection 9.12), then the GM Investor shall have the right (but not the obligation) to deliver a written notice (such Majority Sponsor shall require its respective notice, the “Drag-Along Parties Notice”) of its intention to Sell, at do so to each other Member (the same economic “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by if such Drag-Along Party Sale Transaction involves less than one hundred percent (or, in the case 100%) of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS SyndicateesGM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) multiplied by any cash to any non-cash consideration and (ii) a fraction, among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the numerator extent reasonably practicable) for each of which is the number of Shares that the Majority Sponsor proposes to Sell GM Investor and the denominator Dragees. Within ten (10) Business Days following receipt of which is the total number Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Majority SponsorDragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) With respect to any Sale The Company and the GM Investor shall have ninety (90) days following delivery of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the amount and form Company or an Affiliate of any of the considerationforegoing to obtain any regulatory approval prior to consummating such sale, and all other material terms and conditions offered by such ninety (90) day period shall be extended to the purchaser date that is five (other than in 5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the event of a Public Sale). Upon delivery of a Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the relevant Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Party Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be required to Sell that number apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares required to be Sold by included in such Drag- Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it pursuant to Section 3.2(a)being understood that, subject to the consummation if less than all of the proposed Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale at Transaction constitute all of the same price and on Shares outstanding). For clarity, the same terms and conditions as set forth application of Section 3.02 may result in some Shares included in the Drag-Along Notice. Each relevant Sale Transaction not receiving any consideration with respect to such Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such SaleTransaction. (cd) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the The provisions of this Section 3.2. A Majority Sponsor may agree 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedSection 9.02.

Drag Along. (a) If Notwithstanding anything to the contrary set forth in this Agreement, in the event that a Majority Sponsor Shareholder (the Initiating Majority Sponsor"Selling Shareholder") proposes to Sell secures a bona fide offer (the "Acquisition Offer") from any Shares third party (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective the "Drag-Along Parties Acquirer ") to Sell, at purchase all of the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Ordinary Shares held by such Drag-Along Party Selling Shareholder (orand it is hereby clarified that for purposes of this Section 8 it shall also include the holdings of its Permitted Transferees) for immediately available funds, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata at a price per Ordinary Share of at least US$ 23.00 (the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a"Drag Along PPS"), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, Acquirer conditions the amount and form Acquisition Offer on the acquisition of all the consideration, and all other material terms and conditions offered Ordinary Shares held at such time by the purchaser other Shareholder (other than in the event of a Public Sale). Upon delivery of a "Drag-Along NoticeParty" which, for purposes of this Section 8 shall include also the holdings of its Permitted Transferees), the relevant Selling Shareholder shall provide the Drag Along Party with written notice together with a copy of the Acquisition Offer (the "Drag Along Notice") and the Drag Along Party will be required to either (i) sell all of the Ordinary Shares then held by it to the Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a)Acquirer, subject to the consummation of the proposed Sale at the same price and on upon the same terms and conditions as those to which the sale by the Selling Shareholder is subject under the Acquisition Offer, provided that the sale of all the Ordinary Shares of the Selling Shareholder and the Drag Along Party shall be consummated by no later than 90 days following the receipt of the Drag Along Notice and, provided, further, that the Drag Along Party shall not be required to make any representations or warranties, except for customary representations regarding authorization and good and marketable title to the shares being sold; or (ii) provide the Selling Shareholder with written notice (the "Notice Extension") informing the Selling Shareholder that it wishes to receive an Extension (the "Extension"). In the event that an Extension Notice is delivered to the Selling Shareholder, the Drag Along Shareholder shall be required, by no later than three months following the receipt of the Drag Along Notice, to arrange for the sale of all of the Ordinary Shares held by the Selling Shareholder at a price per share that is not lower than the Drag Along PPS, and under terms and conditions that are no less favorable to the Selling Shareholder than those set forth in the Acquisition Offer or (b) acquire, upon the termination of such three month period, the Ordinary Shares then held by the Selling Shareholder, at a price per share equal to the Drag Along PPS and upon terms and conditions no less favorable than those set forth in the Acquisition Offer. The Drag-Along NoticePPS shall be adjusted for share splits, issuance of bonus shares, or combinations of shares. Each relevant Drag-Along Party shall No other adjustments (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (iifor dividend distributions, market conditions or for any other reason) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Salebe made to the Drag Along PPS. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply Notwithstanding anything to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (orcontrary set forth in this Section 5, in the case event that any of the GS Syndicatees onlyShareholders ("Drag Along Initiator") secures a bona fide offer from any third party, the relevant Majority Sponsor’s Aggregation Pro Rata Share in cash or publicly traded securities, to purchase all of the total number Ordinary Shares then held by, in cash or publicly traded securities, at a price per share (adjusted for allocation of Shares dividend, bonus shares, splits etc.) of not less than US$10, provided that such price per share shall not be lower than 80% of the average of the closing prices of the Company's shares on the NYSE over the consecutive 60 trading days immediately preceding such sale, and the offeror conditions its offer on the acquisition of all the shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation all of the proposed Saleother Shareholders at such time, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall such Shareholders will be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), (subject to the consummation provisions of the proposed Sale following paragraph), if so demanded by the Drag Along Initiator, to sell all of the shares of the Company then held by them to such offeror, at the same price and on upon the same terms and conditions as set forth those to which the sale by the Drag Along Initiator is subject. Notwithstanding the foregoing, in lieu of selling the Drag-shares, as demanded by the Drag Along Notice. Each relevant Drag-Initiator, the other Shareholder(s) may acquire all of the Company's shares then held by the Drag Along Party shall (i) take all Initiator at the price per share and upon the same terms and conditions as those to which the sale to the offeror would have been subject; provided, however, that such actions in such manner as may be necessary and appropriate to ensure that acquisition of Company shares by the Sale is consummated and (iiother Shareholder(s) shall bear its proportionate share be for cash only (and, if the consideration offered by the offeror is shares of all Third Party transaction fees and expenses in connection with a publicly traded entity, such Sale. (c) No Syndicatee shares shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except be valued in accordance with the provisions average closing price of this Section 3.2such shares on the principal stock exchange on which they are traded over the 30 day period prior to such demand) and such cash amount shall be delivered to the Drag Along Initiator within 10 business days following its demand. A Majority Sponsor may agree with For the avoidance of doubt, an offer shall not be deemed bona fide if the Drag Along Initiator or any of its Drag-Along Parties that controlling parties is a "Baal Inyan" (as such term is defined in the number of Shares to be Sold by that Drag-Along Party shall be increased Companies Law) in such third party or decreased provided in the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedpublicly traded entity whose shares are offered as consideration.

Drag Along. (a) If Xxxxxxxx Partners delivers a Majority Sponsor notice to the other Securityholders (each a “Compelled Holder”) in connection with a bona fide offer (a “Sale Offer”) by a Third Party to purchase any of the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate TransferSecurities held by the Securityholders, Xxxxxxxx Partners will have the right in accordance with Section 3.1(b), to require the Compelled Holders to sell a pro rata portion of the Securities then held by the Compelled Holders to such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic Third Party on terms and conditions that apply not less favorable to the Sale Compelled Holders than those upon which the Xxxxxxxx Funds shall sell Securities owned by them to such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority SponsorThird Party. (b) With respect If Xxxxxxxx Partners elects to any Sale of Shares exercise its right to compel sale pursuant to Section 3.2(a)the terms hereof, the Initiating Majority Sponsor shall Xxxxxxxx Partners will deliver a written notice (a Drag-Along “Sale Notice”) to each of its respective Drag-Along Parties no later than 2 Business Days prior the Sale Offer to the consummation of the proposed Sale, Compelled Holders setting forth the name and address consideration for the Securities, the identity of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor Third Party and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by of the purchaser (other than Sale Offer. Xxxxxxxx Partners will notify each Compelled Holder reasonably in advance of any negotiations with the event of a Public Sale). Upon delivery of a Drag-Along NoticeThird Party with respect to representations, warranties and indemnities in connection with the relevant Drag-Along Party shall Sale Offer if such Compelled Holder will be required to Sell that number sign an agreement with respect to such representations, warranties or indemnities to effect the sale of Shares required to be Sold by it pursuant to Section 3.2(athe Compelled Holder’s Securities (the “Compelled Sale Transaction”), subject and in all events the representations, warranties and indemnities applicable to such Compelled Holder will not be more onerous than those applicable to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such SaleXxxxxxxx Funds. (c) No Syndicatee shall Sell Promptly after completion of any Shares (other than a Sale sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of to this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares 3.1, Xxxxxxxx Partners will notify each Compelled Holder and will remit to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that such Compelled Holder the total aggregate number sales price attributable to the Securities of Shares such Compelled Holder sold pursuant thereto less a pro rata portion of the expenses and taxes, if any, incurred in connection with such sale. (d) Notwithstanding anything in this Section 3.1 to the contrary, there will be Sold by no liability on the Majority Sponsor and part of Xxxxxxxx Partners or the relevant Drag-Along Party remains unchangedXxxxxxxx Funds to the Compelled Holders if any sale of Securities pursuant to this Section 3.1 is not consummated for whatever reason. It is understood that Xxxxxxxx Partners, in its sole discretion, will determine whether to effect a sale of Securities to any Person pursuant to this Section 3.1.

Drag Along. Right. ----------------- (aA) If a Majority Sponsor Holder or a group of Holders owning Common Stock representing sixty percent (60%) or more of the Initiating Majority Sponsor) total amount of the outstanding Common Stock plus In the Money Warrants, proposes to Sell transfer all their Common Stock to any Shares (other than pursuant to third party who is not a Holder or an Affiliate Transfer)of a Holder (each, then such Majority Sponsor shall require its respective a "Drag-Along Parties Group") then the Drag- ---------------- Along Group shall have the right to Sell, at require all other Holders (the same economic terms and conditions that apply "Compelled Holders") to sell to the Sale by such Majority Sponsor, a number third party all of their Shares equal Capital ------------------ Stock notwithstanding any requirements to deliver a Selling Party's Notice pursuant to Section 3(b) which would otherwise be applicable. (B) If a Third Party Offer is extended contemplating the product acquisition of seventy-five percent (i75%) or more of all outstanding Common Stock and all In the total number of Shares held by such Drag-Along Party (orMoney Warrants, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by and (ii) a fraction, Holder or a group of Holders owning Common Stock representing seventy-five percent (75%) or more of the numerator of which is outstanding Common Stock plus In the number of Shares that the Majority Sponsor Money Warrants proposes to Sell and the denominator of which is the total number of Shares held by accept such Majority Sponsor. Third Party Offer (b) With respect to any Sale of Shares pursuant to Section 3.2(a)again, the Initiating Majority Sponsor shall deliver each a written notice (a "Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public SaleGroup"), the number of Shares to be Sold by each of the Majority Sponsor and ; then the Drag-Along Group shall have the right to require all Holders of Common Stock and In the Money Warrants (which for purposes of this Section 3(b)(x) hereof shall include the Drag Along Group) (the "Compelled Holders") to sell to the third party their ----------------- outstanding Common Stock and In the Money Warrants in accordance with the Third Party Offer notwithstanding any requirements to deliver a Selling Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it 's Notice pursuant to Section 3.2(a3(b) which would otherwise be applicable. For purposes of this Section 3(b)(x), subject "In the Money ------------ Warrants" shall refer to Warrants having a strike price less than the consummation of -------- per share price at which the proposed Sale third party proposes to purchase the Common Stock; (C) Any Common Stock or In the Money Warrants purchased from a Compelled Holder pursuant to this Section 3(b)(x) shall be purchased at the same price and on the same terms and conditions as the proposed transfer by the Drag-Along Group, provided that the purchase price for the In the Money Warrants shall not be less than the difference between the per share price of the Common Stock and the strike price of the In the Money Warrant times the number of shares issuable upon exercise of such warrants. With respect to Section 3(b)(x)(A), any Common Stock purchased pursuant thereto will be purchased at the same price and terms and conditions (including appropriate representations and warranties, as applicable) as the proposed transfer by the Drag-Along Group, and any other Capital Stock (other than Senior Preferred Stock and Common Stock) purchased pursuant thereto shall be purchased at Fair Market Value but otherwise on all of the same terms and conditions (including appropriate representations and warranties, as applicable) as the proposed transfer by the Drag-Along Group. In any circumstance under Section 3(b)(x)(A) or (B), all Senior Preferred Stock shall be redeemed at its liquidation preference at the time of the transfer (which liquidation preference as set forth in the Certificate includes an amount equal to any accrued but unpaid dividends); provided, however, the Holders of the Preferred Stock shall be given the opportunity to exercise their conversion rights and become a Compelled Holder prior to any redemption. (D) The Drag-Along Group that proposes to transfer any Capital Stock shall, unless otherwise requested by the Buyer for confidentiality or other reasons, notify, or cause to be notified, the Company of the proposed transfer not less than ten (10) days prior to the time of entering into a binding agreement requiring a transfer pursuant to this Section 3(b)(x). Upon receipt of such notice, the Company will promptly forward a copy thereof to all Compelled Holders. In all events the Drag-Along Group shall notify the Company in writing not less than twenty (20) days nor more than sixty (60) days prior to the time of such proposed transfer (the "Transferor Drag-Along --------------------- Notice"). The Company will promptly forward a copy of the Transferor Drag-Along Notice to all Compelled Holders. The Transferor Drag-Along Notice shall set forth: (I) the name and address of the third party and reasonably detailed information regarding the Buyer's relationship with the other Holders; (II) the proposed amount of consideration (which must be cash in lawful money of the United States) and terms and conditions of payment offered by the third party (the "Drag-Along Third Party Terms"); provided, however that any transfer by the Compelled Holders of Capital Stock shall be made against delivery of immediately available funds payable to such Compelled Holders; and (III) that the third party has been informed of the "Drag-Along Right" provided for in ---------------- this Section 3(b)(x) and has agreed to purchase all outstanding Capital Stock in accordance with the terms hereof. (E) Upon the giving of the Transferor Drag-Along Notice, each Compelled Holder shall be entitled and obligated to sell to the third party all of his, her, or its Capital Stock on the Drag-Along Third Party Terms or his, her, or its Applicable Percentage of outstanding Common Stock and In-the-Money Warrants, whichever the case may be; provided, however, that neither the Drag-Along Group nor any Compelled Holder shall consummate the sale of any Capital Stock owned by it unless the third party purchases all of the Capital Stock described in the Transferor Drag-Along Notice. Each relevant If the third party does not purchase all Capital Stock owned by each Compelled Holder or the Applicable Percentage of each Holder's of outstanding Common Stock and In-the- Money Warrants as required by this Section 3(b)(x), then any transfer by the Drag-Along Party shall (i) take Group and all Compelled Holders to such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party third party shall be increased or decreased provided the number null and void and of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedno effect whatsoever.

Drag Along. Each Holder hereby agrees that if Xxxxxxxxxx has agreed to the sale of all or a portion of his Shares to any Person (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer“Drag Along Buyer”), then Xxxxxxxxxx shall have the right to require that each Holder (A) vote all of such Majority Sponsor shall require its respective Drag-Along Parties Holder’s Shares in favor of such transaction, to Sellthe extent any such vote is required for the consummation of such transaction, at (B) if applicable, sell, transfer or exchange the same economic proportion of such Holder’s Shares as Xxxxxxxxxx is proposing to sell, transfer or exchange with such Drag Along Buyer (calculated as set forth below), and (C) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, as may be reasonably required by Xxxxxxxxxx and the Company in order to carry out the terms and conditions provisions of this Section 2.2 (“Drag Along Rights”); provided, however, that apply the Holders liability in respect of any representations, warranties, covenants, indemnities or otherwise to the Sale Drag Along Buyer be limited as follows: The aggregate amount of liability in connection with any sale of Shares will not exceed the lesser of each Holder’s pro rata portion of any such liability, to be determined in accordance with such Holder’s portion of the total number of Shares included in such sale. If requested to do so by such Majority SponsorXxxxxxxxxx, each Holder shall sell a number of their Shares equal to the product of such Holder’s shares determined by multiplying (ia) the total number of Shares held by such Drag-Holder (assuming conversion and exercise of all Shares owned by such Holder into Common Stock) by (b) a fraction where the numerator is (i) the number of shares of Common Stock proposed to be sold by Xxxxxxxxxx to the Drag Along Party Buyer (or, in assuming conversion and exercise of all Shares to be sold by Xxxxxxxxxx to the case of Drag Along Buyer into Common Stock) and the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of denominator is (ii) the total number of Shares shares of Common Stock held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days Xxxxxxxxxx immediately prior to the consummation of the proposed Sale, setting forth the name sale to such Drag Along Buyer (assuming conversion and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share exercise of all Third Party transaction fees and expenses in connection with such SaleShares owned by Xxxxxxxxxx into Common Stock) (the “Drag Along Sale Percentage”). (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.

Drag Along. (a) If a Majority Sponsor Subject to Section 2.5, if Resolute Investors holding, in the aggregate, at least 50 percent (50%) of the Common Shares (the Initiating Majority Sponsor“Selling Shareholders”) proposes agree to Sell any 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 (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective the “Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(aBuyer”), the Initiating Majority Sponsor shall Selling Shareholders may deliver a written notice (a “Drag-Along Notice”) to each of its respective other Shareholder (the “Drag-Along Parties no later than 2 Business Days prior Shareholders”), stating that such Selling Shareholders wish to the consummation of the proposed Saleexercise their rights under this Section 4.7 with respect to such Transfer, and setting forth the name and address of the purchaser (other than in the event of a Public Sale)Drag-Along Buyer, the number of Common Shares proposed to be Sold by each of the Majority Sponsor and the Drag-Along PartyTransferred, the proposed amount and form of the consideration, and all other material terms and conditions offered by the purchaser Drag-Along Buyer. (other than in the event of a Public Sale). b) Upon delivery of a Drag-Along Notice, the relevant each Drag-Along Party Shareholder shall be required to Sell that number Transfer all, but not less than all, of Shares required to be Sold by it pursuant to Section 3.2(a)its Common Shares, subject to the consummation of the proposed Sale at the same price and on upon the same terms and conditions (including, without limitation, as set forth in to price, time of payment and form of consideration) as agreed by the Selling Shareholders and the Drag-Along Notice. Each relevant Buyer, and shall make to the Drag-Along Party 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 Drag-Along Shareholder or its Affiliates), 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 each Drag-Along Shareholder severally and not jointly and that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of the Drag-Along Shareholder 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 Drag-Along Shareholder shall not exceed either (i) take all such actions Drag-Along Shareholder’s pro rata portion of any such liability, to be determined in accordance with such Drag-Along Shareholder’s portion of the total number of Common Shares included in such manner as may be necessary and appropriate to ensure that the Sale is consummated and Transfer or (ii) shall bear its proportionate share of all Third Party transaction fees and expenses the proceeds to such Drag-Along Shareholder in connection with such SaleTransfer. (c) No Syndicatee shall Sell In the event that any such Transfer is structured as a merger, amalgamation, consolidation, or similar business combination, each Drag-Along Shareholder agrees to (i) vote in favor of the transaction, (ii) take such other action as may be required to effect such transaction (subject to Section 4.7(b)) and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If any Shareholder fails to vote its Voting Shares (other than or to provide a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except written consent in accordance with the provisions terms of this Section 3.2. A Majority Sponsor may agree with any of its 4.7 (each such Shareholder, a “Breaching Drag-Along Parties that Shareholder”), the number Shareholders and the Company shall take such action as is necessary in accordance with the Bye-laws of Shares the Company and Bermuda law to convene a general meeting or to circulate written resolutions, the purpose of which will be Sold by that to propose for approval of the Shareholders such actions as are necessary in order to ensure compliance with the provisions of Section 4.7. (e) Solely for purposes of Section 4.7 and in order to secure the performance of each Shareholder’s obligations under Section 4.7, each Shareholder hereby: (i) appoints each Drag-Along Party Proxy Holder (as defined in Section 4.7(f)) acting severally: the attorney-in-fact of such Shareholder (with full power of substitution) for the purpose of signing written resolutions circulated pursuant to Section 4.7(d) on behalf of such Shareholder; and (ii) agrees on the date hereof to grant a proxy to each Proxy Holder in the form attached hereto as Exhibit for the purpose of voting the Voting Shares held by such Shareholder at a general meeting convened pursuant to Section 4.7(d). Each Shareholder acknowledges and agrees that the power of attorney granted by such Shareholder pursuant to this Section 4.7(d) is coupled with an interest and is irrevocable, and that the proxy to be granted pursuant to this Section 4.7(d) shall be increased or decreased provided the number coupled with an interest and shall be irrevocable. (f) For purposes of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Section 4.7, each “Drag-Along Party remains unchangedProxy Holder” shall be an individual nominated for this purpose by any Selling Shareholder. (g) Each Shareholder agrees to take such further action and to execute such other instruments as may be necessary to effect the appointment of attorneys-in-fact and proxies pursuant to this Section 4.7, and each Drag-Along Breaching Shareholder hereby revokes any power of attorney or proxy previously granted by it with respect to the matters set forth in Section 4.7 for purposes of, respectively, any written resolutions circulated or any general meeting convened pursuant to Section 4.7(d). Notwithstanding the foregoing, the power of attorney and the proxy granted pursuant to this Section 4.7 shall terminate upon the termination of Article IV in accordance with its terms.

Drag Along. (a) If The Charterhouse Parties shall, promptly following the effectiveness of the Registration Statement (and in any event no later than five (5) Business Days after such effectiveness): (i) cause the holders of a Majority Sponsor majority of the Existing Company Shares, which holders, together with the Supporting Company Holders, shall be sufficient to constitute the Vendor Shareholders (as defined in the Initiating Majority SponsorExisting Company Articles), to deliver to (A) proposes the SPAC and the Company a duly executed Joinder Agreement and a duly executed Election Agreement and (B) the Exchange Agent, such Election Form and, if applicable, properly completed stock transfer form(s), in each case in respect of the Existing Company Shares and Loan Notes held by such holder; and (ii) cause the applicable Vendor Shareholders to Sell provide a Drag Along Notice to the Called Shareholders, with such notice to contain such information as is required by and to be served in accordance with the Existing Company Articles. To the extent (i) any Existing Company Shares (and/or Loan Notes are transferred to any third party other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by this Agreement or (ii) a fractionany securities (including any shares, voting securities or loan capital) are issued in the capital of the Company or any of its Subsidiaries during the Interim Period, the numerator Charterhouse Parties shall cause the Vendor Shareholders to provide a Drag Along Notice, with such notice to contain such information as is required by and to be served in accordance with the Existing Company Articles, to any and all owners of which is share or loan capital of the number Company or any of Shares that its Subsidiaries from time to time as soon as reasonably practicable (and in any event no later than five (5) Business Days prior to the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority SponsorClosing Date). (b) With respect Promptly following the provision of the Drag Along Notice by the Vendor Shareholders to any Sale of Shares pursuant to the Called Shareholders in accordance with Section 3.2(a6.05(a), the Initiating Majority Sponsor Charterhouse Parties shall deliver a written notice cause all Called Shareholders to deliver, at least five (a Drag-Along Notice5) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed SaleClosing Date, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary to the SPAC and appropriate to ensure that the Sale is consummated Company a duly executed Joinder Agreement and a duly executed Election Agreement and (ii) to the Exchange Agent, such Election Agreement and properly completed stock and/or note transfer form(s), in each case in respect of the Existing Company Shares and the Loan Notes held by such Called Shareholder. Subject to the satisfaction of the obligations in Section 6.05(a), in the event that any Called Shareholder has not delivered to the SPAC and the Company a duly executed Joinder Agreement and a duly executed Election Agreement (and to the Exchange Agent such Election Agreement and properly completed stock and/or note transfer form(s)) prior to the date that is five (5) Business Days prior to the Closing Date, then the Company shall bear its proportionate share cause any director of all Third Party transaction fees the Company or any Vendor Shareholder to, pursuant to Article 48.10 of the Existing Company Articles, execute and expenses deliver a Joinder Agreement, an Election Agreement and such stock and/or note transfer form(s) (and any such other agreements or documents necessary) in connection with the name of and as an agent for any such SaleCalled Shareholder, effective as of the Closing. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 From and after the date hereof until the earlier of the Closing or 4.2 the termination of this Agreement or an Affiliate Transfer) except in accordance with Section 12.01, none of the provisions Charterhouse Parties shall sell, transfer or assign any of such Charterhouse Party’s Existing Company Shares, other than to an Affiliate of such Charterhouse Party who agrees to be bound by the terms and conditions of the Existing Company Articles and of this Section 3.2. A Majority Sponsor may agree with Agreement. (d) Prior to the Closing, the Charterhouse Parties shall not consent to any transfer of its Drag-Along Parties that any Existing Company Shares without the number prior written consent of Shares the SPAC other than to an Affiliate of such transferee who agrees to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold bound by the Majority Sponsor is also adjusted so that terms and conditions of the total aggregate number Existing Company Articles and of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedthis Agreement.

Drag Along. (a) If 13.1 After going through the pre-emption procedure set out in Clause 11, if a Majority Sponsor Shareholder (the Initiating Majority Sponsor“Selling Shareholder”) proposes wishes to Sell transfer all its Shares to any person who is not a Shareholder (“a Third Party”) then the Selling Shareholder shall have the option (“a Drag-along Option”) to require the other Shareholder (“the Called Shareholder”) to transfer all its Shares to the Third Party or as the Third Party sh;ll direct at a price per Share and on terms and conditions, including as evidenced by ancillary agreements or arrangements such as non-competition or consultancy arrangements (other than pursuant to an Affiliate Transfer“the Terms and Conditions”), then such Majority Sponsor shall require which is no less favourable than the price per Share at which the Selling Shareholder is selling its respective Shares. 13.2 The Selling Shareholder may exercise the Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale along Option by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a giving written notice (“a Drag-Along along Notice”) to each the Called Shareholder specifying that the Called Shareholder is required to transfer its Shares, the price per Share at which they are to be transferred, the Third Party to whom they are to be transferred, the Terms and Conditions and the proposed date of transfer. 13.3 Once issued, a Drag-along Notice shall be irrevocable save that it shall lapse if for any reason the Selling Shareholder does not transfer all of its respective Drag-Along Parties no later than 2 Shares to the Third Party within thirty (30) Business Days prior to the consummation of the proposed Sale, setting forth the name and address giving of the purchaser (other than in the event such notice. 13.4 Upon exercise of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Partyalong Option, the amount Called Shareholder shall be bound to sell its Shares for the price and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth Conditions specified in the Drag-Along Noticealong Notice to the Third Party. Each relevant Completion of the sale of such Shares shall take place on a date specified for that purpose by the Selling Shareholder to the Called Shareholder except that: 13.4.1 the Selling Shareholder may not specify a date which is less than five (5) Business Days after the giving of the Drag-Along Party along Notice; and 13.4.2 the date so specified by the Selling Shareholder shall (i) take all such actions in such manner be the same date as may be necessary the date proposed for completion of the sale of the Selling Shareholder’s Shares unless the Called Shareholder and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such SaleSelling Shareholder agree otherwise. (c) No Syndicatee shall Sell any 13.5 For the period of time that a Drag-along Notice is served until completion of the sale of the Called Shareholder’s Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that along Option (or, if earlier, the number lapsing of Shares to be Sold by that the Drag-Along Party along Option) the Called Shareholder shall be increased use its best efforts to procure that it shall as a Shareholder, or decreased provided its directors and all other persons shall, take all action necessary or desirable (including as it relates to any votes at a meeting of the number Company or the Board) in order to effect any and all of Shares to be Sold the actions contemplated by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedthis Clause 13.

Drag Along. (a) 5.1 If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (Transferor sells, other than in a public offering pursuant to an Affiliate Transfer)a registration statement or pursuant to Rule 144, shares of Common Stock of Newco held by Transferor to a Transferee in one transaction or a series of related transactions on arms-length terms which constitute the transfer of all of the Common Stock then such Majority Sponsor shall require owned by TCW and its respective Drag-Along Parties to SellAffiliates, the Transferor may, at the same economic terms and conditions that apply to the Sale by such Majority Sponsorits sole option, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case cause each of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by Xxxxx Group members (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes together with any party deemed to Sell and the denominator of which is the total number of Shares held by be included in such Majority Sponsor. (b) With respect to any Sale of Shares definition pursuant to Section 3.2(a)5.2 below, the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the "Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required ") to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject sell to the consummation of the proposed Sale at the same price and Transferee, on the same terms and conditions as set forth provided with respect to the sale by the Transferor to such Transferee in such transaction, all shares of Common Stock of Newco which the Drag-Along Notice. Each relevant Party then owns (such shares being "Drag-Along Party shall (i) take all Shares" and such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than being a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its "Drag-Along Parties that Transaction"); provided, however, that: (x) the number of Shares to be Sold by that price for the Drag-Along Party Shares may not be lower than the price per share paid to the Transferor in the same or related transaction; and (y) the consideration for the Drag-Along Shares shall be increased or decreased provided paid in cash at the number closing of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and Drag-Along Transaction(s) unless the relevant Drag-Along Party remains unchangedconsents to payment in a form other than cash or, at the option of the relevant Drag-Along Party, in the same form of payment as received by the Transferor. 5.2 If any member of the Xxxxx Group or any of its Affiliates (a "Xxxxx Party") proposes to Transfer to any Affiliate thereof any of the Common Stock of Newco held by such Xxxxx Party, then such Xxxxx Party, as a condition to the Transfer, shall cause such Affiliate to agree to be bound by this Section 5 and such Affiliate shall thereupon be deemed to be a party hereto and shall notify TCW of the identity and address of such Affiliate. Thereupon such Affiliate shall also be deemed a "Drag-Along Party" for purposes of this Agreement. The drag-along rights set forth in this Section 5 shall not be applicable to transferees of the Drag-Along Party other than to other Affiliates of such Drag-Along Party. 5.3 To exercise a drag-along right, Transferor shall give written notice (the "Drag-Along Notice") to the Drag-Along Party against whom the right is to be enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock. The notice shall specify the terms of such Transfer and certify as to the facts supporting exercise of the drag-along right and include a copy of the contract between the Transferor and Transferee to consummate the Drag-Along Transfer (the "Sale Contract"), if such a Sale Contract has been signed. During the Drag-Along Period (as defined below), the Drag-Along Party in receipt of the Drag-Along Notice may not Transfer any securities subject to Transferor's drag-along rights under this Section 5 to any Person other than Transferor or the Transferee. The "Drag-Along Period" shall be the period commencing on the date the Drag Along Notice is given and terminating on the earlier of (i) the 120th day following delivery of the Drag-Along Notice or (ii) the date of termination of the Sale Contract.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares this Agreement is terminated in accordance with its terms (other than pursuant to an Affiliate Transferas a result of the material breach of this Agreement by Parent), then Xxxxxxx and Xxxxxxx LLC agree that if, within twelve months of such Majority Sponsor shall require termination, Parent or any of its respective Affiliates commences a tender offer or exchange offer for shares of Parent Class A Common Stock, Parent engages in a going private transaction (whether in the form of a tender offer, exchange offer, merger or similar transaction), or Parent agrees to be sold (each, a “Drag-Along Parties Transaction”) in which the Fair Market Value of the consideration to Sellbe received in respect of shares of the Parent Class A Common Stock in such Drag-Along Transaction is equal to or greater than the Fair Market Value of the consideration to be received in respect of the Xxxxxxx Parent Shares in the Exchange (on an after-tax basis), at then Xxxxxxx and Xxxxxxx LLC shall be required to (i) in the case of a sale, merger or similar transaction in which all outstanding shares of Parent Common Stock are acquired, sell all of the Xxxxxxx Parent Shares in such Drag-Along Transaction on the same economic terms and conditions that apply as the other holders of Parent Class A Common Stock and, if applicable, not seek to have the Sale by Xxxxxxx Parent Shares subject to any appraisal proceeding in connection with such Majority SponsorDrag-Along Transaction, and (ii) in the case of a tender or exchange offer, sell to Parent within five business days of the completion of such tender offer or exchange offer, on the same terms and conditions as the other holders of Parent Common Stock, a number of their Xxxxxxx Parent Shares equal to the product of (ix) the total number of Xxxxxxx Parent Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (iiy) a fraction, the numerator of which is the number of Shares that shares of Parent Common Stock acquired in the Majority Sponsor proposes to Sell Drag-Along Transaction and the denominator of which is the total aggregate number of Shares held by such Majority Sponsor. shares of Parent Common Stock outstanding (b) With respect to not including the Xxxxxxx Parent Shares). In the event of any Sale of Shares pursuant to Section 3.2(a)Drag-Along Transaction, the Initiating Majority Sponsor Parent shall deliver a provide written notice thereof to Xxxxxxx (a the “Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation ”), which notice shall include a brief description of the proposed Sale, setting forth the name and address terms of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, Transaction and the amount and form type of the consideration, direct and all other material terms and conditions offered by indirect consideration to be paid to the purchaser (other than holders of Parent Class A Common Stock in the event of a Public Sale). Upon delivery of a such Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such SaleTransaction. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.

Drag Along. (a) If Each Member shall, if requested by another Member who wishes to accept a Majority Sponsor third party offer for its Shares (“Drag Along Sellers”), participate in a Transfer (a “Drag Along Sale”) of all of the Shares and rights to Shares owned by each Member and its Affiliates to any Person not Affiliated with any of the Drag Along Sellers (the Initiating Majority Sponsor“Drag Along Buyer”) proposes in the manner and on the terms set forth in this Section 7; provided, however, that the Drag Along Sellers and their Affiliates must collectively hold, on a fully diluted basis, at least 50% of the outstanding Shares in order to Sell any Shares (other than make a request to cause a Drag Along Sale pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsorthis Section 7. (b) With respect If the Drag Along Sellers elect to any Sale exercise their rights under this Section 7, a notice (the “Drag Along Notice”) shall be furnished by the Drag Along Sellers to the other Members. The Drag Along Notice shall set forth the principal terms of Shares pursuant to Section 3.2(a)the Drag Along Sale, the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth purchase price and the name and address of the purchaser (other than Drag Along Buyer. If the Drag Along Sellers consummate the sale referred to in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Drag Along Notice, the relevant Drag-Along Party Member shall be required bound and obligated to Sell that number sell all of the Shares required and rights to be Sold acquire Shares held by it pursuant to Section 3.2(a), subject to and its Affiliates in the consummation of the proposed Drag Along Sale at the same price and on the same terms and conditions as set forth in conditions. If at the Drag-end of the 90th day following the date of the effectiveness of the Drag Along Notice the Drag Along Sellers have not completed the Drag Along Sale, the Member shall be released from its obligations under the Drag Along Notice. Each relevant Drag-, the Drag Along Party Notice shall (i) take all such actions in such manner as may be null and void, and it shall be necessary for a separate Drag Along Notice to have been furnished and appropriate to ensure that the Sale is consummated terms and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with 7 separately complied with, in order to consummate such Drag Along Sale pursuant to this Section 7, unless the failure to complete such sale resulted from any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold failure by the Majority Sponsor is also adjusted so that Member to comply in any material respect with the total aggregate number terms of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedthis Section 7.

Drag Along. (a) 4.1 If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (Transferor sells, other than in a public offering pursuant to an Affiliate Transfer)a registration statement or pursuant to Rule 144 (or any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then such Majority Sponsor shall require outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its respective Drag-Along Parties to Sellaffiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "DRAG-ALONG PARTY" and collectively, the "DRAG-ALONG PARTIES") to sell to the Transferee, on the same economic terms and conditions that apply as provided with respect to the Sale sale by Transferor to such Majority SponsorTransferee, a up to the number of their Shares shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "DRAG-ALONG SHARES" and such transaction being a "DRAG-ALONG TRANSACTION"); provided however, that: (v) Transferor shall only be entitled to drag along shares of Common Stock under this SECTION 4 that the Drag-Along Party or Parties own as of the date hereof (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this SECTION 4); (w) Transferor may not receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger Transaction. 4.2 If any of the Drag-Along Parties proposes to Transfer to any of its affiliates any of the Common Stock held by such Drag-Along Party (orParty, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by then such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, as a condition to the amount and form exercise of such right of Transfer, shall cause such Transferee to agree to be bound by this SECTION 4. The drag-along rights set forth in this SECTION 4 shall not be applicable to transferees of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along NoticeParties other than to their respective affiliates. 4.3 To exercise a drag-along right, Transferor shall give written notice to the relevant Drag-Along Party or Parties against whom the right is to be enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock and/or Series Z Preferred Stock. The notice shall specify the terms of such Transfer and certify as to the facts supporting exercise of the drag-along right. The Drag-Along Parties shall have ten (10) business days after receipt of such notice (the "DRAG-ALONG NOTICE PERIOD") before such parties shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject Transfer their shares to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in Transferee. During the Drag-Along Notice. Each relevant Notice Period the Drag-Along Party shall (i) take all or Parties in receipt of such actions in such manner as notice may be necessary and appropriate not Transfer any Securities subject to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell Transferor's drag-along rights under this SECTION 4 to any Shares (Person other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedTransferor.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) Subject to the total number right of the Remaining Shareholder under Clause ‎22.4.3(i) to exercise its right of first refusal, if the Transferring Shareholder(s) (the “Dragging Shareholder”) accepts the Third Party Offer and, as a result, the Offeror (together with any Person Acting In Concert with it) will acquire [***] of the share capital of the Company, then [***] Business Days of the date on which the Dragging Shareholder accepts the Third Party Offer the Offeror or the Dragging Shareholder may serve a notice (the “Drag-along Notice”) (in accordance with Clause ‎22.4.4‎(ii)) on each other Shareholder (the “Dragged Shareholder”) requiring it to sell to the Offeror such portion of Shares held by such Drag-Along Party (orDragged Shareholder as reflects, in as nearly as possible, the case number of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share Transfer Shares as a proportion of the total number of Shares held by the GS Syndicatees) multiplied by Dragging Shareholder (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a “Drag-Along Noticealong Shares”) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Third Party Offer (the “Drag-Along Notice. Each relevant along Exit”). (ii) The Drag-Along Party along Notice shall specify: (a) that each of the Dragged Shareholders is required to sell all its Drag-along Shares; (b) the name of the Offeror; (c) the cash price per a Drag-along Share, which shall be no less than the cash price per Share to be sold by the Dragging Shareholder(s); and Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated not material and (ii) would be competitively harmful if disclosed. (d) the proposed date of completion of the Drag-along Exit. (iii) The Drag-along Notice shall bear its proportionate share be accompanied by copies of all Third Party transaction fees documents to be executed by the Dragged Shareholders to give effect to the sale of the Drag-along Shares. (iv) Each Dragged Shareholder, upon receipt of the Drag-along Notice and expenses in connection with such Sale.accompanying documents, shall be obliged to: (a) sell all its Drag-along Shares (including giving warranties as to its title to its Drag-along Shares and its capacity to transfer the Drag-along Shares) on the date of completion of the Drag-along Exit; (b) return to the Dragging Shareholders, by no later [***] prior to the anticipated date of completion of the Drag-along Exit, the duly executed documents, all of which shall be held against payment of the aggregate consideration due; and (c) No Syndicatee shall Sell bear an amount of any Shares (other than costs of a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except Drag-along Exit in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of same proportion as the consideration for its Drag-Along Parties that along Shares bears to the number of aggregate consideration for all Shares to be Sold by that paid in connection with the Drag-Along Party along Exit. (v) Completion of any transfer pursuant to this Clause ‎22.4.4 shall take place at the same time as completion of the transfer of the Transfer Shares. In order to effect such completion, the Offeror shall transfer the purchase price for the Drag-along Shares to the Company, to receive and hold on behalf of each Dragged Shareholder, and each Dragged Shareholder shall deliver duly executed instrument(s) for share transfer (including a duly executed deed of transfer or a power of attorney authorising the execution of a deed of transfer on its behalf) for the Drag-along Shares to the Company. The Company’s receipt of the purchase price as agent on behalf of each Dragged Shareholder shall be increased or decreased provided a good discharge to the number Offeror who shall not be bound to see to the application of those moneys. The Company shall hold the purchase price in trust for each Dragged Shareholder without any obligation to pay interest. If any Dragged Shareholder fails to deliver its duly executed instrument(s) for share transfer for its Drag-along Shares to be Sold the Company by completion, the Majority Sponsor is also adjusted so that the total aggregate number of Shares Directors shall authorise any Director to be Sold by the Majority Sponsor and the relevant transfer such Drag-Along Party remains unchangedalong Shares on behalf of such Dragged Shareholder to the Offeror to the extent the Offeror has, by completion, put the Company in funds to pay the purchase price. The Directors shall then authorise registration of the transfer.

Drag Along. (a) If a Majority Sponsor 8.3.1 Subject to Clause 8.1, if VSC (the Initiating Majority Sponsor“Drag Along Shareholder”) proposes wishes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number transfer all of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, and/or Equity Securities in the case of Company (the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees“Selling Shares”) multiplied by to a bona fide arm's length purchaser (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a"Proposed Buyer"), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Drag Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by Shareholder may require each of the Majority Sponsor and the Drag-Along Partyremaining Shareholders (together, the amount "Called Shareholders") to sell and form of the consideration, and transfer all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of their Shares required to be Sold by it pursuant to Section 3.2(a), subject and/or Equity Securities to the consummation of Proposed Buyer (or as the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (iProposed Buyer directs) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor Clause (a "Drag Along Option"). 8.3.2 The Drag Along Shareholder may agree with exercise the Drag Along Option by giving written notice to that effect (a "Drag Along Notice") at any time before the transfer of its Drag-Along Parties that the number of Selling Shares to the Proposed Buyer. The Drag Along Notice shall specify: (a) that each of the Called Shareholder is required to transfer all its Shares and/or Equity Securities (the "Called Shares") pursuant to this Clause 8.3; (b) the person to whom the Called Shares are to be Sold transferred; (c) the consideration payable for the Called Shares (which shall, for each Called Share, be an amount equal to the price per Share offered by that Drag-the Proposed Buyer for the Selling Shares), which shall not be less than the lower of (i) the last price at which Shares were acquired whether on issue or on transfer by any party within the preceding six months or (ii) the Share valuation as determined by a qualified independent third party acceptable to Investor A; and (d) the proposed date for completion of the sale of the Selling Shares (the “Completion Date”). 8.3.3 The Called Shareholders shall inform the Drag Along Party Shareholder within fourteen (14) Business Days from the receipt of the Drag Along Notice whether the Called Shareholder accepts the Drag Along Option. Should the Called Shareholder refuse to sell their Called Shares to the Proposed Buyer (the “Refusing Shareholder(s)”), the Refusing Shareholder is obliged to purchase all the Selling Shares of the Drag Along Shareholder and Called Shares of such other Called Shareholder who wished to sell its Shares and/or Equity Securities pursuant to the Drag Along Notice. The consideration payable shall be increased or decreased provided the number same as set forth in Clause 8.3.2(c) above and the sale and purchase of the Selling Shares and Called Shares by the Refusing Shareholder shall be made in accordance with the terms and conditions set forth in Clause 7.2 above, as applicable, within three (3) months from the notice of the Refusing Shareholder to the Drag Along Shareholder not to sell his Called Shares to the Proposed Buyer. If, following the expiry of the three (3) month period referred above, the Refusing Shareholder has not purchased the Selling Shares of the Drag Along Shareholder and Called Shares of such other Called Shareholder who wished to sell its Shares and/or Equity Securities pursuant to the Drag Along Notice, the Drag Along Shareholder is entitled to proceed with the transfer in accordance with the Drag Along Notice and the Refusing Shareholder shall be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of obliged to sell his Called Shares to the Proposed Buyer. 8.3.4 Once issued, a Drag Along Notice shall be Sold by irrevocable. However, a Drag Along Notice shall lapse if, for any reason, the Majority Sponsor and Drag Along Shareholder has not sold the relevant Drag-Selling Shares to the Proposed Buyer within six (6) months of serving the Drag Along Party remains unchangedNotice on the Called Shareholders. The Drag Along Shareholder may serve further Drag Along Notices following the lapse of any particular Drag Along Notice.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) GM Investor proposes to Sell any Shares Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to an Affiliate TransferSection 9.12), then the GM Investor shall have the right (but not the obligation) to deliver a written notice (such Majority Sponsor shall require its respective notice, the “Drag-Along Parties Notice”) of its intention to Sell, at do so to each other Member (the same economic “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by if such Drag-Along Party Sale Transaction involves less than one hundred percent (or, in the case 100%) of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS SyndicateesGM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) multiplied by any cash to any non-cash consideration and (ii) a fraction, among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the numerator extent reasonably practicable) for each of which is the number of Shares that the Majority Sponsor proposes to Sell GM Investor and the denominator Dragees. Within ten (10) Business Days following receipt of which is the total number Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Majority SponsorDragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) With respect to any Sale The Company and the GM Investor shall have ninety (90) days following delivery of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the amount and form Company or an Affiliate of any of the considerationforegoing to obtain any regulatory approval prior to consummating such sale, and all other material terms and conditions offered by such ninety (90) day period shall be extended to the purchaser date that is five (other than in 5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the event of a Public Sale). Upon delivery of a Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the relevant Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Party Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be required to Sell that number apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares required to be Sold by included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it pursuant to Section 3.2(a)being understood that, subject to the consummation if less than all of the proposed Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale at Transaction constitute all of the same price and on Shares outstanding). For clarity, the same terms and conditions as set forth application of Section 3.02 may result in some Shares included in the Drag-Along Notice. Each relevant Sale Transaction not receiving any consideration with respect to such Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such SaleTransaction. (cd) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the The provisions of this Section 3.2. A Majority Sponsor may agree 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedSection 9.02.

Drag Along. 9.3.1 If Investors collectively holding more than 66 2/3% of the total number of Units outstanding (ain such capacity, collectively, the "Dragging Investor") If desire to Transfer to a Majority Sponsor Third Party (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective a "Drag-Along Parties Purchaser") in a bona fide arm's length transaction or a series of related transactions more than 50% of the total number of Units then outstanding (treating any New Securities on an “as converted” basis) on a pro rata basis (based on the percentage of Units held by each such Investor and its Affiliated Funds) and such transfer results in a Change in Control (a "Drag-Along Sale"), each other Investor (including any Dragging Investor that is Transferring less than its pro rata portion of Units, as described below, a "Dragged Investor") shall, if required by the Dragging Investor in accordance with the provisions of Article 9.3.2, Transfer to Sell, at the Drag-Along Purchaser a pro rata portion of its Units (based on the number of Units proposed to be Transferred by the Dragging Investor stated as a percentage of the total number of Units then held by the Dragging Investor) on the same economic terms and conditions that apply to the Transfer by the Dragging Investor pursuant to the Drag-Along Sale (including purchase price per Unit, purchase price adjustments, form of consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in each case that pertain specifically to itself, provided that (x) if the Drag-Along Sale involves a direct Transfer of Units by the Investors, such representations and warranties shall not be broader in scope than what is customary for a sale transaction of this type and size executed by the Dragging Investor, unless, in the good faith determination of the Dragging Investor, the Drag-Along Sale would not be consummated unless such representations and warranties are included or the terms and conditions of the Drag-Along Sale, taken as a whole, will be more favourable to all of the Investors if such representations and warranties are included, (y) all representations, warranties and indemnities shall be made by the Dragging Investor and the Dragged Investors severally and not jointly and (z) no Investor’s liability shall exceed such Investor’s proceeds from the sale). 9.3.2 The Dragging Investor may require each Dragged Investor to Transfer up to a pro rata portion of its Units to a Drag-Along Purchaser in connection with a Drag-Along Sale by giving written notice to such Majority Sponsor, a number of their Shares equal Dragged Investor no later than 15 Business Days prior to the product of (i) the total number of Shares held by closing date for such Drag-Along Party Sale (ora "Drag-Along Notice"); provided that, if the Dragging Investor requires any Dragged Investor to Transfer a portion of its Units to a Drag-Along Purchaser in connection with a Drag-Along Sale, it shall require each Dragged Investor to transfer its pro rata portion of its Units to such Drag-Along Purchaser. The Drag-Along Notice shall (x) indicate that the case Dragging Investor requires that such Dragged Investor Transfer a pro rata portion of its Units to the Drag-Along Purchaser in connection with the Drag-Along Sale pursuant to the provisions hereof and (y) provide the name of the GS Syndicatees onlyDrag-Along Purchaser, specify the relevant Majority Sponsor’s Aggregation Pro Rata Share number of Units proposed to be Transferred by the Dragging Investor (including as a percentage of the total number of Shares Units then held by the GS SyndicateesDragging Investor) multiplied and describe the principal terms and conditions of the Drag-Along Sale. The Dragging Investor will deliver or cause to be delivered to each Dragged Investor copies of all definitive transaction documents relating to the Drag-Along Sale promptly after the same become available. Each Dragged Investor shall take all actions reasonably necessary, desirable or appropriate to consummate the Drag-Along Sale, as requested by the Dragging Investor, including executing powers of attorney reasonably necessary or appropriate to facilitate closing the Drag-Along Sale, voting its Units in favour of, consenting to and raising no objections to such Drag-Along Sale. If and to the extent the costs and expenses incurred by the Dragging Investor and/or each Dragged Investor in connection with the Drag-Along Sale (iicollectively, "Drag-Along Sale Costs") a fractionare not reimbursed or paid by the Drag-Along Purchaser, Luxco shall reimburse and/or pay the numerator of which is Drag-Along Sale Costs to the fullest extent permitted by law, provided that the Dragging Investor and each Dragged Investor will be responsible for its pro rata share (based on the number of Shares that the Majority Sponsor proposes Units actually Transferred by it relative to Sell and the denominator of which is the total number of Shares held Units actually Transferred in such Drag-Along Sale) of the Drag-Along Sale Costs to the extent not so paid by the Drag-Along Purchaser or Luxco, and provided further that the engagement by any Dragged Investor of any professional adviser in connection with the Drag-Along Sale, other than legal counsel, shall not be reimbursable. Each Dragged Investor agrees to permit the Dragging Investor to calculate the total Drag-Along Sale Costs and to determine the pro rata participation of such Majority Sponsorcosts, and to deduct such pro rata amounts from any proceeds payable pursuant to Article 9.3.1 above if the Dragged Investors are required to pay any Drag-Along Sale Costs. (b) With respect to any Sale of Shares pursuant to Section 3.2(a)9.3.3 If, the Initiating Majority Sponsor shall deliver a written notice (in connection with a Drag-Along Notice) to each of its respective Sale, the proposed Drag-Along Parties no later than 2 Business Days prior Purchaser desires (for its structuring, tax or other commercial reasons) to the consummation acquire, instead of Units, all of the proposed Saleshares of any Intermediate Holdco or VNU held, setting forth directly or indirectly, by Luxco, then the name and address of Parties agree that the purchaser (other than in the event of a Public Sale), the number of Shares Dragging Investor shall be entitled to be Sold by each of the Majority Sponsor and cause the Drag-Along PartySale to be structured as a sale of the shares of any Intermediate Holdco or VNU, or as a merger, business combination or similar transaction, but only if, as a result, the amount and consideration payable to the Investors (indirectly through the selling entity) is in the form of the consideration, cash or freely marketable securities listed on a major securities exchange only and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in if the Drag-Along Notice. Each relevant Sale results in the complete exit by such Investors of their investment in the Units, and the rights of the Parties described in this Article 9.3 shall apply to such transaction mutatis mutandis so that, upon completion of any such sale of shares to such Drag-Along Party shall Purchaser, or any such merger, business combination or similar transaction, the cash proceeds of such transaction, are distributed promptly to the Dragging Investor and each Dragged Investor in proportion to their Units in any manner consistent with the principles described in Article 10.1.2 below, and provided that such transaction would not reduce in any material respect the post-tax proceeds received by any Investor compared to the post-tax proceeds that would have resulted from the acquisition of Units, as determined by the financial and tax advisers of the Group (i) take all such actions in such manner as may be necessary following reasonable consultation with the financial and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share tax advisers of all Third Party transaction fees and expenses in connection with such Saleeach Investor). (c) No Syndicatee 9.3.4 This Article 9.3 shall Sell terminate following an IPO at the time the Investors collectively cease to hold, directly or indirectly through Luxco or any Shares (other Intermediate Holdco, more than a Sale pursuant Article 3.3, 4.1 or 4.2 50% of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedListed Shares.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes any Transfer Stock subject to Sell any Shares (other than or Proposed Investor Transfer is not purchased pursuant to an Affiliate Transfer)Section 2.1 above and thereafter is to be sold to a Prospective Transferee and a Change of Control will occur in connection therewith (any such transaction, then such Majority Sponsor shall require its respective a “Drag-Along Parties Transaction”), such Investors proposing to Sell, at effect such transaction (the same economic terms and conditions that apply “Dragging Investors”) shall have the right to require all (but not less than all) of the Sale by such Majority Sponsorother Investors (each, a number of “Drag-Along Investor”) to transfer their Shares equal to the product of (i) the total number of Shares held by Capital Stock in such Drag-Along Party (orTransaction; provided, in the case of the GS Syndicatees onlyhowever, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held consideration received in a Drag-Along Transaction by the GS Syndicatees) multiplied Drag-Along Investors may not include consideration other than cash or Marketable Securities unless otherwise agreed by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority SponsorDrag-Along Investors. (b) With respect to any Sale The Dragging Investors shall provide each Drag-Along Investor notice of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice terms and conditions of such proposed Drag-Along Transaction (a the “Drag-Along Notice”) not later than twenty (20) days prior to each the closing of its respective the proposed Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Transaction. The Drag-Along PartyNotice shall contain a true and complete copy of any and all available documents constituting the agreement to transfer and, to the extent not set forth in the accompanying documents, the amount and form of price offered for the considerationapplicable Transfer Stock, and all information reasonably available to the Dragging Investors regarding the acquirer, all other material terms and conditions offered by of the purchaser (proposed Drag-Along Transaction and, in the case of a proposed Drag-Along Transaction in which the consideration consists in whole or in part of consideration other than cash, such information relating to such other consideration as is reasonably available to the Dragging Investors. Each Drag-Along Investor shall be required to participate in the event Drag-Along Transaction on the terms and conditions set forth in the Drag-Along Notice and this Section 2.3. No Investor shall have any dissenters’ or appraisal rights in connection with the Drag-Along Transaction, and each Investor hereby releases, and will execute such further instrument as the Company reasonably requests to further evidence the waiver of, such rights. (c) Within ten (10) days following receipt of a Public Sale). Upon delivery of a the Drag-Along Notice, the relevant each Drag-Along Party shall Investor must deliver to such Dragging Investors (i) wire transfer instructions for payment of the purchase price for the applicable Capital Stock to be required to Sell that number of Shares sold in such Drag-Along Transaction and (ii) all other documents required to be Sold executed in connection with such Drag-Along Transaction. The Drag-Along Investors shall cooperate fully with all reasonable requests of the Dragging Investors regarding the Drag-Along Transaction. Each Drag-Along Investor hereby makes, constitutes, and appoints the Dragging Investor holding the highest percentage of Capital Stock among the Dragging Investors, as its true and lawful attorney in fact for such person and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file and record any instrument that is now or may hereafter be deemed necessary by it the Company in its reasonable discretion to carry out fully the provisions and the agreement, obligations, and covenants of such Investor in this Section 2.3 in the event that such Investor is or becomes a Drag-Along Investor pursuant to this Section 3.2(a2.3. Each Drag-Along Investor hereby gives such attorney in fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with such Drag-Along Investor’s obligations and agreements as a Drag-Along Investor pursuant to this Section 2.3 as fully as such Drag-Along Investor might or could do personally, and hereby ratifies and confirms all that any such attorney in fact shall lawfully do or cause to be done by virtue of the power of attorney granted hereby. The power of attorney granted pursuant hereto is a special power of attorney, coupled with an interest, and is irrevocable, and shall survive the bankruptcy, insolvency, dissolution or cessation of existence of the applicable Drag-Along Investor. (d) If, at the end of the 90-day period after the date on which the Dragging Investors give the Drag-Along Notice (which 90-day period shall be extended if any of the transactions contemplated by the Drag-Along Transaction are subject to regulatory approval until the expiration of ten (10) days after all such approvals have been received, but in no event later than one hundred and twenty (120) days following the delivery of the Drag-Along Notice), subject to the consummation of the proposed Sale at the same price and Drag-Along Transaction has not been completed on substantially the same terms and conditions as set forth in the Drag-Along Notice. Each relevant , the Drag-Along Party Investors shall no longer be obligated to sell their Capital Stock pursuant to such Drag-Along Notice and the Dragging Investors shall return to each Drag-Along Investor any documents in the possession of the Dragging Investors executed by or on behalf of such Drag-Along Investor in connection with the proposed Drag-Along Transaction. (e) Concurrently with the consummation of the Drag-Along Transaction, Dragging Investors shall (i) take all notify the Drag-Along Investors thereof, (ii) cause the total consideration for the Capital Stock of the Drag-Along Investors transferred pursuant thereto to be remitted directly to the Drag-Along Investors and (iii) promptly after the consummation of the Drag-Along Transaction, furnish such actions in other evidence of the completion and the date of completion of such manner transfer and the terms thereof as may be necessary and appropriate reasonably requested by the Drag-Along Investors. (f) Notwithstanding anything contained in this Section 2.3, there shall be no liability on the part of the Dragging Investors to ensure that the Sale Drag-Along Investors if the transfer pursuant to this Section 2.3 is not consummated and for whatever reason. (g) Notwithstanding anything contained in this Section 2.3, the obligations of the Drag-Along Investors to participate in a Drag-Along Transaction are subject to the following conditions: (i) Upon the consummation of such Drag-Along Transaction all of the Investors participating therein will receive the same form of consideration; (ii) No Investor participating therein shall bear its proportionate share of all Third Party transaction fees and be obligated to pay any expenses incurred in connection with any unconsummated Drag-Along Transaction except for its own expenses, and each Investor shall be obligated to pay only its pro rata share (based on the amount of Capital Stock being transferred) of expenses incurred in connection with a consummated Drag-Along Transaction to the extent such Sale.expenses are incurred for the benefit of all Investors and are not otherwise paid by the Company or another person; (ciii) No Syndicatee Without the written consent of a Drag-Along Investor, such Drag-Along Investor shall Sell not be obligated with respect to (A) any Shares representation or warranty other than (x) a representation and warranty that relates solely to such Drag-Along Investor’s title to its Transfer Stock, and its authority and capacity to execute and deliver the subject purchase and sale agreement or (y) a representation and warranty that relates to the Company and its operations which each Investor is severally making (provided, that if such Investor or an Affiliate of such Investor is not actively involved in the day to day operations of the Company, any such representation shall be limited to such Investor’s actual knowledge), or (B) any indemnity obligation beyond a pro rata portion or in excess of the gross proceeds received by a Drag-Along Investor (in each case, based on the value of consideration received by such Drag-Along Investor in the Drag-Along Transaction) of the indemnity obligations which obligate the Dragging Investors and all Drag-Along Investors and then, such indemnity obligations shall be several and not joint or (C) any other continuing obligation on such Drag-Along Investor in favor of any other person following the Drag-Along Transaction of such Drag-Along Investor’s Interests (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its obligations relating to representations and warranties that relate solely to such Drag-Along Parties that Investor and not to any other Investor or the number of Shares to be Sold by that indemnification obligation provided for in clause (B) above); and (iv) No Drag-Along Party Investor shall be increased or decreased provided the number of Shares obligated to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant consummate such Drag-Along Party remains unchangedTransaction contemplated by the Drag-Along Notice with respect to its Capital Stock unless the Dragging Investors consummate such Drag-Along Transaction with respect to all (but not less than all) of the Drag-Along Investor’s Capital Stock on the terms and conditions contemplated by the Drag-Along Notice.

Drag Along. (a) If In connection with a Majority Sponsor (Sale Transaction, subject to Section 4.6 and Section 2.7, each Stockholder hereby agrees, if the Initiating Majority Sponsor) proposes Controlling Stockholders give the Drag Along Notice referred to Sell any Shares (other than pursuant to an Affiliate Transferin Section 2.5(b), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) Transfer the total number Drag Along Percentage of the Shares of each class or series of Shares held by such Drag-Along Party (or, holder in the case of manner and on the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicateesterms set forth in Section 2.5(b) multiplied by and (ii) a fraction, vote for (to the numerator of which is the number of Shares that the Majority Sponsor proposes extent permitted to Sell vote for) and to be deemed to have consented to and agree to raise no objections against (and confirm such consent in writing) such Sale Transaction and the denominator process by which such transaction was arranged, so long as such Sale Transaction complies with this Section 2.5; provided that, for the avoidance of which is doubt, any debt financing source of a Stockholder to whom any Shares are pledged shall not be prohibited (subject to Section 2.9) from Transferring to a Permitted Transferee (who shall execute a Joinder Agreement substantially in the total number form of Exhibit A and whose Shares held remain subject to this Section 2.5) the Shares pledged to it pursuant to an exercise of remedies after the exercise of rights by such Majority Sponsorthe Controlling Stockholders under Section 2.5 and prior to consummation of the related Sale Transaction. (b) With respect If the Controlling Stockholders elect to any Sale of Shares pursuant to exercise their rights under this Section 3.2(a)2.5, the Initiating Majority Sponsor shall deliver a written notice (a Drag-the “Drag Along Notice”) shall be furnished by the Controlling Stockholders to each other Stockholder. The Drag Along Notice shall set forth the principal terms of its respective Drag-the proposed Sale Transaction including, if and as applicable, the number and classes or series of Shares to be acquired by the Prospective Buyer in the Sale, the number and classes or series of Shares to be acquired from the Controlling Stockholders, the manner in which such Shares are to be sold, the per Share consideration to be received by each class or series of capital stock of the Company in the proposed Sale (which shall be the price per Share of such class or series in a Deemed Liquidation Event in which the Controlling Stockholders received the consideration that they will receive in such Sale and which may be estimated if the price is determined by a formula including variables which cannot be precisely determined until closing) and the name of the Prospective Buyer. (c) If requested by the Controlling Stockholders in order to consummate the proposed Sale Transaction to which reference is made in the Drag Along Parties no later than 2 Business Days prior Notice, each other Stockholder shall be bound and obligated to take the consummation actions set forth in Section 2.5(a) and Section 2.6. No Stockholder shall have the right to exercise any tag along rights contained in Section 2.4 in connection with the proposed Sale to which reference is made in the Drag Along Notice. If at the end of the 180th day following the date of the effectiveness of the Drag Along Notice the Controlling Stockholders, have not completed the proposed Sale, setting forth (i) each Stockholder shall be released from its obligation under the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Drag Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) the Drag Along Notice shall bear its proportionate share be null and void, and (iii) it shall be necessary for a separate Drag Along Notice to be furnished and the terms and provisions of all Third Party transaction fees and expenses this Section 2.5 separately complied with, in order to consummate such proposed Sale pursuant to this Section 2.5; provided, however, that if any governmental entity approvals are required in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Dragsuch 180-Along Parties that the number of Shares to be Sold by that Drag-Along Party day period shall be increased extended until the expiration of five (5) Business Days following the date on which all governmental approvals are obtained and any applicable waiting periods under applicable law have expired or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedbeen terminated.

Drag Along. In connection with the Sale by any Class A or Class B Member or Members holding at least 50% of the outstanding Class A and Class B Units commencing 90 days after the Milestone (the “Drag-Along Holders”) to a Prospective Buyer, who is not an Affiliate, of all of their Units for gross proceeds of at least $100,000,000 in the aggregate, each holder of Units hereby agrees, if the Drag-Along Holders give the Drag Along Notice referred to in Section 13.06(a), to sell all of its Units, in the manner and on the terms set forth in this Section. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties Holders elect to Sellexercise their rights under this Section, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a the “Drag Along Notice”) shall be furnished by the Drag-Along Notice) Holders to each of its respective Drag-Along Parties no the other Members not later than 2 Business Days 10 days prior to the consummation of the proposed Sale. The Drag Along Notice shall set forth the principal terms of the proposed Sale, setting forth including (i) the manner in which such Units are to be Sold, (ii) the consideration to be received in the proposed Sale and (iii) the name and address of the purchaser Prospective Buyer. (other than b) If the Sale described in the event Drag Along Notice is completed, each holder of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party Units shall be required obligated to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of sell in the proposed Sale at the same price and all of its Units on the same terms and conditions as set forth in conditions. If at the Drag-end of the 120th day following the Drag Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that , the proposed Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares has not been completed (other than as a Sale pursuant Article 3.3result of any holder failing to comply with this Section or Section 13.06), 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with each Participating Seller shall be released from its obligation under the Drag Along Notice, and it shall be necessary for a separate Drag Along Notice to be furnished and the terms and provisions of this Section 3.2. A Majority Sponsor may agree separately complied with any of its Drag-Along Parties that the number of Shares in order to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedconsummate such proposed Sale.

Drag Along. 11.1 Subject to clause 11.10 below and without prejudice to the rights of the Investors under clauses 7 and 10 above, if the Majority Shareholders wish to sell all their interest in Shares ("Majority Selling Shareholders") and find a bona fide arm's-length third party purchaser (the "Purchaser") and agree terms for the sale to the Purchaser of their Shares (a "Proposed Drag-Along Sale") the Majority Selling Shareholders shall have the option (the “Drag-Along Option”) to compel each other holder of Shares (the "Dragged Shareholders") to sell and transfer all of their Shares to the Purchaser or as the Purchaser may direct subject to the same terms and conditions (including, as to price per Share, time of payment and form of consideration) as agreed by the Majority Selling Shareholders. For the avoidance of doubt, any transaction pursuant to this clause 11 shall constitute an Exit Event for the purposes of this Agreement. 11.2 The Majority Selling Shareholders may exercise the Drag-Along Option by giving a written notice (the "Drag-Along Notice") to the Company and the Company shall, within 10 Business Days of receipt of such notice, send a copy of the same in writing to each Shareholder specifying: (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes Dragged Shareholders are required to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor.transfer their Shares; (b) With respect the identity of the Purchaser; (c) the price per Share which the Purchaser is proposing to any Sale pay for each Share of Shares pursuant each class (which shall reflect the liquidation preference) (the "Drag Price"); (d) subject to Section 3.2(a)clause 11.4 below, the Initiating manner in which the consideration is to be paid; (e) the proposed date of transfer; and (f) subject to clause 11.4 below, the form of sale agreement or form of acceptance or any other document of similar effect which the Dragged Shareholders are required to sign in connection with the sale (the "Sale Agreement"). 11.3 Any Drag-Along Notice shall be irrevocable, save that it shall lapse and have no further effect if the Proposed Drag-Along Sale has not completed and the Shares have not been transferred to the Purchaser within ninety (90) days of the date of the Drag-Along Notice. The Majority Sponsor Selling Shareholders shall deliver a written notice (be entitled to serve further Drag-Along Notices following the lapse of any particular Drag-Along Notice. 11.4 In respect of any transaction that is subject to a Drag-Along Notice: (a) any consideration payable must be: (i) paid in cash at closing and/or in accordance with the provisions of clause 11.4(b)(i), below; and/or (ii) satisfied at closing in securities traded on a recognised investment exchange under terms that the recipient is able to each sell such securities at closing for an equivalent cash amount; and (b) such transaction shall not, without the approval of its respective an Investor Majority, include, in respect of any Dragged Shareholder: (i) any element of deferred or contingent consideration, other than deferred or contingent consideration which: (A) in aggregate comprises not more than ten (10) per cent of the total consideration payable under such Proposed Drag-Along Parties no later Sale to the Dragged Shareholder(s); and (B) in respect of which any deferral or contingency period is less than 2 one (1) calendar year; and (ii) any non-cash consideration, save as specified in clause 11.4(b)(i). 11.5 Within 15 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and Company sending the Drag-Along PartyNotice to each other Shareholder (or such later date as may be specified in the Drag-Along Notice) in accordance with clause 21.1(a) (the "Drag Completion Date"), each Dragged Shareholder shall deliver: (a) a duly executed stock transfer form in respect of his/her Shares in favour of the Purchaser; (b) the relevant share certificate(s) (or a duly executed indemnity in respect of any lost, damaged or destroyed certificate, in a form acceptable to the Board) to the Company; and (c) subject to clause 11.10, a duly executed counterpart of the Sale Agreement, if applicable, in the form specified in the Drag-Along Notice or as otherwise specified by the Company, (together the "Drag Documents"). 11.6 On the Drag Completion Date, the amount and form Purchaser shall pay to the Company, the price per Share paid by the Purchaser to the Majority Selling Shareholders in respect of each Share to be transferred by the Dragged Shareholders (or, if higher in respect of each Share, the price per share calculated by applying the liquidation preference). The Company's receipt of the considerationconsideration in respect of the Shares shall be a good discharge by the Purchaser and the Company shall hold such sum on trust for each Dragged Shareholder without any obligation to pay interest. 11.7 If a Dragged Shareholder fails to deliver the Drag Documents for its Shares to the Company by the Drag Completion Date, the Company and each Director shall be appointed as the agent of each such defaulting Dragged Shareholder to take such actions and enter into any Drag Document or such other agreements or documents as are necessary to effect the transfer of the Dragged Shareholder's Shares pursuant to this clause 11 and the Directors shall, if requested by the Purchaser, authorise any Director to transfer the Dragged Shareholder's Shares on the Dragged Shareholder's behalf to the Purchaser to the extent the Purchaser has, by the Drag Completion Date, paid the consideration to the Company for the Dragged Shareholder's Shares offered to him. The Board shall then authorise registration of the transfer once appropriate stamp duty has been paid. The defaulting Dragged Shareholder shall surrender his share certificate for his Shares (or suitably executed indemnity) to the Company. On surrender, he shall be entitled to the consideration due to him. 11.8 Each Dragged Shareholder hereby appoints each and any Director from time to time irrevocably, and all by way of security for the performance of that Dragged Shareholder’s obligations under this clause 11, as its attorney or attorneys to execute any agreement or document required to be executed by that Dragged Shareholder under this clause 11 including, without limitation, any transfer of that Dragged Shareholder’s Shares, provided always that this power of attorney shall not apply in respect of any of that Dragged Shareholder’s Shares where the Purchaser has failed to tender payment for the Dragged Shareholder’s Shares or to comply with any of its or their other material terms and conditions offered by obligations under this clause 11. 11.9 On any person, following the purchaser (other than in the event of a Public Sale). Upon delivery issue of a Drag-Along Notice, becoming a Shareholder pursuant to the relevant exercise of a pre-existing option or warrant to acquire Shares or pursuant to the conversion of any convertible security of the Company (a "New Shareholder"), a Drag-Along Party Notice shall be required deemed to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to have been served on the consummation of the proposed Sale at the same price and New Shareholder on the same terms as the previous Drag-Along Notice and conditions as set forth in the New Shareholder shall then be bound to sell and transfer all Shares so acquired to the Purchaser and the provisions of this clause 11 shall apply with the necessary changes to the New Shareholder, except that completion of the sale of the Shares shall take place immediately on the Drag-Along Notice. Each relevant Notice being deemed served on the New Shareholder. 11.10 Notwithstanding any other provision of this clause 11, no Investor shall be compelled to sell their Shares pursuant to a Proposed Drag-Along Party Sale unless: (a) the Drag Price (per Share) is not less than GBP 3,000 (such amount being adjusted in case or any consolidation or subdivision of Shares held by the Investors); (b) any representations and warranties to be made by such Investors in connection with a Proposed Drag-Along Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Investor’s Shares (the “Investor Fundamental Warranties”); (c) the Investor shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Proposed Drag-Along Sale, other than the warrantors specified in any acquisition documents (ithe “Warrantors”); (d) take all the liability of such actions Investor in such manner as may be necessary the Proposed Drag-Along Sale and appropriate to ensure that for the Sale is consummated inaccuracy of any representations and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses warranties made by the Warrantors in connection with such Proposed Drag-Along Sale., is several and not joint with any other person, and is pro rata in proportion to the amount of consideration paid to such Investor in connection with such Proposed Drag-Along Sale (in accordance with the terms of this Agreement); (ce) No Syndicatee with the exception of the Investor Fundamental Warranties, the liability of each Investor shall Sell any Shares be limited to such Investor’s applicable share (other than a determined based on the respective proceeds payable to each Investor in connection with such Proposed Drag-Along Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree Agreement) of a negotiated aggregate indemnification amount that applies to all Shareholders, except with respect to claims related to fraud by such Investor, the liability for which need not be limited as to such Investor; (f) the Investor is not required to enter into any restrictive covenant; (g) upon the consummation of its the Proposed Drag-Along Parties Sale, (i) each holder of each class or series of the Company’s share capital will receive the same form of consideration for their shares of such class as is received by other holders in respect of their shares of such same class of shares, (ii) each holder of a class of Investor Shares will receive the same amount of consideration per share of such class of Investor Shares as is received by other holders in respect of their shares of such same class, (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) the aggregate consideration receivable by all holders of the Investor Shares and Ordinary Shares shall be allocated among the holders of Investor Shares and Ordinary Shares on the basis of the relative liquidation preferences to which the holders of each respective class of Investor Shares and the holders of Ordinary Shares are entitled in an Insolvency Event or Exit Event (assuming for this purpose that the number of Shares to be Sold by that Proposed Drag-Along Party shall be increased Sale is an Insolvency Event or decreased provided Exit Event) in accordance with terms of this Agreement as in effect immediately prior to the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Proposed Drag-Along Party remains unchangedSale; (h) subject to subsection 12.10(g) above, requiring the same form of consideration to be available to the holders of any single class of shares, if any holders of a class of shares of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Drag-Along Sale, all holders of such class of shares will be given the same option; provided, however, that nothing in this subsection 11.10(h) 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; and (i) if such Investor is not an employee of the Company, such Investor is not required in connection with such Proposed Drag-Along Sale to agree to (i) any covenant not to compete with any party and/or (ii) any covenant not to solicit or hire customers, employees or suppliers of any party.

Drag Along. (i) If (A) a Sale Transaction is approved by the Board of 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) If vote, or act by written consent with respect to, all of the 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 Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than sale of outstanding stock, sell or otherwise dispose of pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at Sale Transaction that number of shares of Converted Stock owned by the same economic terms and conditions that apply to Holder as of the date of the Sale by such Majority Sponsor, a number of their Shares Notice as shall equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (iiI) a fraction, the numerator of which is the number of Shares that shares of Capital Stock proposed to be transferred by the Majority Sponsor proposes to Sell Founders and STI as of the date of the Sale Notice, and the denominator of which is the total aggregate number of Shares held shares of Capital Stock owned as of the date of such Sale Notice by the Founders and STI, multiplied by (II) the number of shares of Converted Stock owned as of the date of such Majority SponsorSale Notice by the Holder. For purposes of this Section 13(c), all numbers of shares of Capital Stock shall be calculated on a Common Stock-equivalent basis. (bii) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of If the Majority Sponsor Founders and STI have delivered a Sale Notice, then for a period of one hundred twenty (120) days after the Drag-Along Party, the amount and form date of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along such Sale Notice, the relevant Drag-Along Party Holder shall be required obligated to Sell that number sell or otherwise dispose of Shares required to be Sold by it pursuant to Section 3.2(a), subject the Holder’s Converted Stock to the consummation of the proposed Sale at the same price and purchaser on substantially the same terms and conditions as set forth 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 Drag-Along Notice. Each relevant Drag-Along Party 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) take all such actions in such manner as may any representations and warranties to be necessary made by the Holder shall be limited to representations and appropriate warranties related to ensure that authority, ownership and the Sale is consummated and ability to convey title to the Holder’s Converted Stock; (ii) the Holder shall bear its proportionate share not be liable for the inaccuracy of all Third Party transaction fees and expenses any representation or warranty made by any other Person in connection with such Sale.the proposed sale; (ciii) No Syndicatee the Holder shall Sell not be required to indemnify or hold harmless the buyer or any Shares (other party to the 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 Sale pursuant Article 3.3class or series of Capital Stock shall receive the same form of consideration as each other holder of such class or series of Capital Stock, 4.1 including subject to any escrow, delayed payment or 4.2 set off provisions applicable to all the holders of this Agreement the 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 Affiliate Transfer) except option as to the form and amount of consideration to be received in accordance connection with the provisions proposed sale, all holders of this Section 3.2. A Majority Sponsor may agree with any such class or series of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party Capital Stock shall be increased or decreased provided given the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedsame option.

Drag Along. (ai) If a Majority any member or group of members of the Sponsor Group (collectively, the Initiating Majority Sponsor“Dragging Party”) proposes to Sell consummate, or proposes to cause the Partnership to consummate, an Extraordinary Transaction (including by (x) transferring equity securities or other interests in any Shares parent entity that holds equity securities or other interests in the General Partner or (other than pursuant to an Affiliate Transfery) the General Partner Transferring Partnership Units), then such Majority Sponsor the General Partner may (but shall require not be required to) notify all other Limited Partners (the “Dragged Limited Partners”) in writing of its respective Drag-election to exercise the drag along rights in respect of Partnership Units held by them in accordance with the terms, conditions and procedures set forth in this Section 11.07 (a “Drag Along Parties to SellNotice”). If equity securities or other interests in any parent entity that directly or indirectly holds equity securities in the Partnership are the subject of the Drag Along Sale, at the same economic terms and conditions that provisions of this Section 11.07 shall apply to the Sale Partnership Units beneficially owned by the Dragging Party. (ii) In the event the General Partner elects to exercise its drag along rights in connection with an Extraordinary Transaction, the Dragged Limited Partners shall consent to and raise no objections to the proposed transaction, and the Dragged Limited Partners and the Partnership will take all other actions reasonably necessary or desirable to cause the consummation of such Majority Sponsortransaction on the terms proposed by the Dragging Party and consistent with the terms of this Section 11.07 (such transaction, a “Drag Along Sale”). Without limiting the foregoing, (i) if the proposed Drag Along Sale requires approval of the Dragged Limited Partners, the Dragged Limited Partners will vote or cause to be voted all Partnership Units that they hold or with respect to which such Dragged Limited Partners have the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith, and (ii) if the proposed Drag Along Sale is structured as or involves a Transfer of securities or interests, each Dragged Limited Partner shall agree to sell to the same transferee (or its designee) in such Drag Along Sale the number of their Shares Partnership Units equal to the product of (ix) the total number of Shares Partnership Units held by such Drag-Along Party Dragged Limited Partner and (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (iiy) a fraction, the numerator of which is the total number of Shares that Partnership Units proposed to be Transferred by the Majority Sponsor proposes to Sell Dragging Party in such Drag Along Sale and the denominator of which is the total number of Shares held Partnership Units beneficially owned by such Majority Sponsorthe Sponsor Group. (biii) With Each Dragged Limited Partner hereby irrevocably makes, constitutes and appoints the General Partner with respect to any such Drag Along Sale as such Dragged Limited Partner’s duly appointed proxy and attorney in fact, with full power of Shares pursuant to Section 3.2(a)substitution and resubstitution, the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event name, place and stead of a Public Sale)such Dragged Limited Partner, granting the number of Shares General Partner full power and authority to do and perform each and every act and thing requisite, necessary and advisable to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses done in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Drag Along Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance consistent with the provisions of this Section 3.211.07 (including full power and authority (i) to vote with respect to such Dragged Limited Partner’s Partnership Units in favor of and in furtherance of any such Drag Along Sale and (ii) to execute, seal (where applicable) and deliver, on behalf of such Dragged Limited Partner, any and all definitive agreements, deeds, notices, documents or certificates to be executed by such Dragged Limited Partner in connection with such Drag Along Sale and binding such Dragged Limited Partner to deliver its Partnership Units and to all other agreements set forth in such definitive documents for such Drag Along Sale). A Majority Sponsor The foregoing proxy and appointment of attorney in fact (including any successive proxy and attorney in fact), being coupled with an interest, is irrevocable and will not be revoked by the insolvency, bankruptcy, death, incapacity, dissolution, liquidation or other termination of the existence of such Dragged Limited Partner. Each Dragged Limited Partner will take such further action or execute such other instruments as may agree be reasonably necessary to effectuate the intent of such proxy and appointment and hereby revokes any proxy or similar appointment previously granted by such Dragged Limited Partner with respect to any Partnership Units. Except with respect to violations of its Drag-Along Parties law, each Dragged Limited Partner agrees that it will ratify and confirm all actions that the number of Shares General Partner may do or cause to be Sold by done pursuant to the foregoing, and waives any and all defenses that Drag-may be available to contest, negate or disaffirm any action of the General Partner pursuant to the foregoing. (iv) At the Dragging Party’s request in connection with a Drag Along Sale, each Dragged Limited Partner shall agree to make the same representations, warranties, covenants, indemnities and agreements, and enter into the same transaction agreements, as the Dragging Party makes or enters into in connection with the Drag Along Sale (except that, in the case of representations and warranties pertaining specifically to, or covenants, indemnities or other agreements made specifically by, the Dragging Party, each such Dragged Limited Partner shall make comparable representations and warranties pertaining specifically to (and covenants, indemnities or other agreements specifically by) such Dragged Limited Partner), and will agree to bear on a several and not joint basis its pro rata share (based on the relative proceeds payable in connection with such Drag Along Sale) of all liabilities arising out of representations, warranties, covenants, indemnities or other agreements (other than those representations, warranties, covenants, indemnities or other agreements that pertain specifically to the Dragging Party or any Dragged Limited Partner, who shall bear all of the liability related thereto) made in connection with the Drag Along Sale (provided, that, in no event shall the pro rata share of liabilities of the Dragging Party or any Dragged Limited Partner exceed the proceeds payable to such Person in connection with such Drag Along Sale). Any escrow of sale or other disposition proceeds of any Drag Along Sale shall be increased or decreased provided withheld on a pro rata basis among the number Dragging Party and the Dragged Limited Partners (based on the relative proceeds payable in connection with such Drag Along Sale) on such terms as shall be reasonably determined by the Dragging Party. (v) The obligations of Shares the Dragged Limited Partners with respect to the Drag Along Sale are subject to the requirement that the Dragging Party and each Dragged Limited Partner shall receive the same form and amount of consideration in respect of each of their Partnership Units to be Sold Transferred in the Drag Along Sale, or if the Dragging Party is given an option as to the form and amount of consideration to be received in connection with the Drag Along Sale, all Dragged Limited Partners shall be given the same option; provided that, if the Dragging Party and the Dragged Limited Partners are selling different classes or series of Partnership Units, the economic benefits to be received by, and the burdens to be borne by, the other Limited Partners shall be adjusted as determined by the Majority Sponsor is also adjusted so Dragging Limited Partner that delivered the Drag Along Notice in good faith (taking into account the differences among the classes or series of Units). (vi) Each Dragged Limited Partner will bear (i) its own costs and expenses incurred in connection with the Drag Along Sale and (ii) its pro rata share (based on the relative proceeds payable in connection with such Drag Along Sale) of the costs and expenses incurred in connection with the Drag Along Sale to the extent such costs and expenses are incurred for the benefit of both the Dragging Party and the Dragged Limited Partners and are not otherwise paid by the transferee. In the event that the total aggregate number of Shares to be Sold by Drag Along Sale is not consummated for any reason, the Majority Sponsor Partnership will reimburse all Partners and the relevant Drag-Dragging Party for all expenses reasonably paid or incurred by them in connection therewith. (vii) The Dragging Party shall, in its sole and absolute discretion, decide whether or not to pursue, consummate, postpone or abandon any Drag Along Party remains unchangedSale and the terms and conditions thereof. No Partner (nor any member of the Sponsor Group) nor any Affiliate of any such Partner shall, to the fullest extent permitted by law, have any liability to any other Partner or the Partnership arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any Drag Along Sale, except to the extent such Partner shall have failed to comply with the provisions of this Section 11.07.

Drag Along. (a) If a Majority Sponsor Notwithstanding anything contained in this Article VII to the contrary, if on or after the second anniversary of the Closing Date, the Investors acting by Investor Supermajority Approval (the Initiating Majority Sponsor"Dragging Investors") proposes approve a bona fide proposal to Sell any Transfer for cash and/or Marketable Securities in an arm's length transaction or series of related transactions all of, and not less than all of, the Shares and the PECs (other than pursuant a "Sale Proposal") to a Person that is not an Affiliate Transferof any such Investor (each, a "Required Sale"), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor Dragging Investors shall deliver a written notice (a Drag-Along "Required Sale Notice") with respect to each of its respective Drag-Along Parties no later than 2 such Sale Proposal at least ten Business Days prior to the consummation anticipated closing date of such Required Sale to Holdco and all other Holders. (b) The Required Sale Notice will include the material terms and conditions of the proposed Required Sale, setting forth including (A) the name and address of the purchaser proposed Transferee, (other than in B) the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the proposed amount and form of consideration per Share and per PEC (the consideration, "Dragging Consideration") (and all other material terms and conditions offered by the purchaser (other than if such consideration consists in the event part or in whole of a Public Sale). Upon delivery of a Drag-Along NoticeMarketable Securities, the relevant Drag-Along Party shall be required Dragging Investors will provide such information, to Sell that number of Shares required the extent reasonably available to the Dragging Investors, relating to such Marketable Securities as the other Investors may reasonably request in order to evaluate such Marketable Securities) and (C) if known, the proposed Transfer date. The Dragging Investors will deliver or cause to be Sold by it pursuant delivered to Section 3.2(a), subject each other Holder copies of all transaction documents relating to the consummation of the proposed Required Sale at promptly as the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Salebecome available. (c) No Syndicatee Each Shareholder and PEC Holder, upon receipt of a Required Sale Notice, shall Sell be obligated to sell all of its Shares and PECs, and participate in the Required Sale contemplated by the Sale Proposal, to vote their Shares in favor of the Required Sale at any Shares meeting of Shareholders called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, to use its reasonable efforts to cause its Shareholder Directors to vote in favor of the Required Sale at any meeting of the Holdco Board called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, to waive all dissenters' or appraisal rights in connection with the Required Sale, to enter into agreements relating to the Required Sale as and to agree (as to itself) to make to the proposed purchaser the same representations, warranties, covenants and agreements as the Dragging Investors agree to make in connection with the Required Sale; provided that (i) in no event shall any Shareholder and PEC Holder be required to make any representations and warranties (other than as to the title to its Shares or PECs, as applicable, its power, authority and legal right to Transfer such Shares or PECs, and the absence of any adverse claims with respect to such Shares or PECs) or provide any indemnities and (ii) a Shareholder and PEC Holder shall not be obligated to enter into any non-competition or other post-closing covenant that restricts its activities in any way. If at the end of the 120th day after the date of delivery of the Required Sale pursuant Article 3.3Notice (as such period may be extended to obtain any required regulatory approvals) the Dragging Investors have not completed the proposed transaction, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the Required Sale Notice shall be null and void, each Shareholder and PEC Holder shall be released from such Shareholder's and PEC Holder's obligations under the Required Sale Notice and it shall be necessary for a separate Required Sale Notice to be furnished and the terms and provisions of this Section 3.2. A Majority Sponsor may agree 7.4 separately complied with in order to consummate any Sale Proposal. (d) Any expenses incurred for the benefit of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party all Shareholders and PEC Holders shall be increased or decreased provided the number of Shares to be Sold paid by the Majority Sponsor is also adjusted so that Shareholders and PEC Holders in accordance with their respective Sharing Percentages to the total aggregate number of Shares to be Sold extent not paid or reimbursed by the Majority Sponsor and the relevant Drag-Along Party remains unchangedTransferee.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) Subject to the total number of Shares held by such Drag-Along Party (or, in the case right of the GS Syndicatees onlyRemaining Shareholder under Clause 18.6.3(i) to exercise its right of first refusal, if a Melco Shareholder accepts a Third Party Offer and, as a result, the relevant Majority Sponsor’s Aggregation Pro Rata Share Offeror (together with any person acting in concert with it) will acquire all or a portion of the total number of Shares held by the GS Syndicatees) multiplied by (ii) Melco Shareholders, then within 15 Business Days of the date on which a fractionMelco Shareholder accepts the Third Party Offer, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a Melco Shareholder may serve a written notice (a “Drag-Along along Notice”) on each CPZ Shareholder requiring it to sell to the Offeror the Relevant Proportion of its Shares and any Interest in Shares (the “Drag-along Shares”) together with all or the Relevant Proportion (as applicable) of any Debt owed by the Company and/or any Group Company to each of its respective CPZ Shareholder (the “Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and along Debt” together with the Drag-Along Partyalong Shares, the amount and form of the consideration, and all other material “Drag-along Assets”) on no less favourable terms and conditions offered by than the purchaser (other than in Third Party Offer except that each CPZ Shareholder shall have the event right to request the addition of a Public Sale). Upon delivery any necessary Permitted Regulatory Conditions, or adjustments to any existing Permitted Regulatory Conditions, but only to the extent necessary to be able to complete the transfer of a the Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number along Assets. (ii) Completion of Shares required to be Sold by it any transfer pursuant to Section 3.2(a), subject to the consummation of the proposed Sale this Clause 18.6.4 shall take place at the same time as completion of the transfer of the Transfer Assets. In order to effect such completion, the Offeror shall transfer the purchase price and on the same terms and conditions as set forth in for the Drag-Along Notice. Each relevant along Assets to the Company and each CPZ Shareholder shall deliver duly executed transfer forms for the Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3along Shares, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance together with the provisions relevant certificates, to the Company and duly executed instruments for assignment of this Section 3.2the Drag-along Debt. A Majority Sponsor may agree with The Company’s receipt of the purchase price shall be a good discharge to the Offeror who shall not be bound to see to the application of those moneys. The Company shall hold the purchase price in trust for each CPZ Shareholder without any of obligation to pay interest. If any CPZ Shareholder fails to deliver a duly executed transfer form for its Drag-Along Parties that along Shares and duly executed instruments for assignment of the number Drag-along Debt to the Company by completion of the transfer of the Transfer Assets, the Directors shall authorise any Director to transfer such Drag-along Shares and assign such Drag-along Debt on behalf of such CPZ Shareholder to the Offeror to the extent the Offeror has, by completion of the transfer of the Transfer Assets, put the Company in funds to pay the purchase price. The Directors shall then authorise registration of the transfer (in the case of any share transfer once appropriate stamp duty has been paid). Each CPZ Shareholder shall surrender its certificates (or an express indemnity in a form satisfactory to the Offeror in the case of any certificate found to be missing) for its Drag-along Shares to be Sold by that Drag-Along Party the Company. On surrender, the Company shall transfer to each CPZ Shareholder its relevant proportion of the purchase price, but no CPZ Shareholder shall be increased or decreased provided the number of Shares entitled to be Sold any interest which may have been earned by the Majority Sponsor is also adjusted so Company on that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedamount.

Drag Along. Upon the Managing Member receiving an offer acceptable to the Managing Member to sell some or all of the Managing Member’s interest in the Company (asuch interests proposed to be sold, the “Managing Member Transfer Interests”) If to a Majority Sponsor Bona Fide Purchaser, the Managing Member shall have the right (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective “Drag-Along Parties Right”), exercisable in the Managing Member’s sole discretion, to Sellrequire each Non-Managing Member to sell to such Bona Fide Purchaser a share of such Non-Managing Member’s interests in the Company (such share of the Non-Managing Member’s interests, at its “Drag/Tag Interests”) proportionate to the same economic share of the Managing Member’s interests in the Company represented by the Managing Member Transfer Interests, pursuant to and in accordance with such terms and conditions that apply agreed between the Managing Member and such Bona Fide Purchaser. If the Managing Member elects to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and exercise the Drag-Along PartyRight, then the amount and form of Managing Member shall provide each Non-Managing Member with a notice which shall include (i) a statement that the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in Managing Member is exercising the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and Right, (ii) shall bear its proportionate the share of the Managing Member’s interest in the Company proposed to be sold, (iii) the purchase price at which such Bona Fide Purchaser has proposed to purchase the Managing Member Transfer Interests and a calculation of the purchase price to be paid by such Bona Fide Purchaser for such Non-Managing Member’s Drag/Tag Interests, and (iv) the closing date for such sale (which shall be no sooner than ten (10) days following the date of such notice). The purchase price for each Non-Managing Member’s Drag/Tag Interests shall equal the distributions that such Non-Managing Member would have received, assuming that the aggregate purchase price for the Managing Member Transfer Interests and all Third Party transaction fees Drag/Tag Interests was distributed to the Managing Member and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except the Non- Managing Members pro rata and pari passu in accordance with their respective Percentage Interests (subject to Section 9(c)), for the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties Managing Member to have received distributions equal to the purchase price that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided Managing Member is receiving from the number of Shares to be Sold by Bona Fide Purchaser for the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedManaging Member Transfer Interests.

Drag Along. In the event that the Founder and the Preferred Majority (which shall include Series B-1 Preferred Majority) (collectively the “Drag Along Requestors”) approve a Trade Sale (as defined below) (a “Drag Along Transaction”) that has been approved by the Board (including the approval of each Investor Director), each of the Drag-Along Requestors shall have the right (the “Drag Along Right”) to require all other shareholders of the Company by giving a written notice (the “Drag Along Notice”) to all such parties, subject to and upon such terms and conditions as approved by the Drag Along Requestors, and such other shareholders of the Company shall: (a) If a Majority Sponsor (vote all voting Shares held by them in the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective same manner as the Drag-Along Parties Requestors vote; (b) provide any written waivers or consents necessary or desirable for the consummation of the Drag Along Transaction as requested by the Drag Along Requestors; (c) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to Sell, at such Drag-Along Transaction; (d) execute and deliver all related documentation and take such other action in support of the same economic terms and conditions Drag Along Transaction as shall reasonably be requested by the Company or the Drag Along Requestors; and (e) in the event that apply the Drag Along Transaction is to be effected by the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number sale of Shares held by such Drag-Drag Along Party (orRequestors, in the case to sell all Shares of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares Company held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation other shareholders of the proposed Sale, setting forth the name and address of the purchaser Company (other than or in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and that the Drag-Along Party, the amount and form Requestors are selling fewer than all of the consideration, and all other material terms and conditions offered by the purchaser (other than their Shares held in the event of a Public Sale). Upon delivery of a Drag-Company, Shares in the same proportion as the Drag Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject Requestors are selling) to the consummation of person to whom the proposed Sale at the same price and Drag Along Requestors propose to sell its Shares, on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall Requestors (i) take all such actions in such manner as may be necessary and appropriate subject to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such SaleSection 10.3 below). (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.

Drag Along. (a) Rights If a Majority Sponsor (the Initiating Majority Sponsor) ESOT proposes to Sell any Shares sell for cash all (other but not less than pursuant all) of the outstanding shares of Common Stock of the Company owned of record by the ESOP to a bona fide unaffiliated third party on an Affiliate Transfer)arm’s length basis in a single transaction or a series of related transactions, then such Majority Sponsor shall require its respective Drag-Along Parties the ESOT may issue a drag notice requiring the Warrant holders to Sell, at sell the same economic terms and conditions that apply all of the Common Stock underlying the Warrants to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and transferee on the same terms that the ESOT is proposing to sell its shares (including price per share to be paid), provided, that in such sale transaction, the Warrant holders may elect not to exercise the Warrants into Common Stock but instead may elect to receive, as consideration for the sale of the Common Stock underlying the Warrants, the price per share of Common Stock paid in the sale transaction less the exercise price of the Warrants, provided, further, that the Warrant holders shall not be required to make any representations or warranties concerning the Company. Redemption To the extent permitted under the New Revolving Facility, the New First Lien Term Loan, the New Second Lien Term Loan and conditions the New Third Lien Notes, the Company shall be permitted to purchase Warrants in open market transactions, provided, that any Warrants purchased in open market transactions are immediately retired and the Company shall have no voting rights with respect thereto. Except as set forth in the Drag-Along Noticepreceding sentence, the Company shall have no right to redeem the Warrants. Each relevant Drag-Along Party Transferability No Warrant holder shall transfer any Warrant: · if such transfer would, (A) violate any applicable securities or other laws, (B) unless the Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, result in the Company having, if such Warrant were exercised, stockholders of record exceeding in number either (i) take 2000 or more Accredited Investors or (ii) 500 or more persons who are not Accredited Investors, or (C) limit, impair or eliminate the Company’s net operating losses either upon transfer or upon the exercise of such Warrant; · if the transferee is determined by the Board to be a competitor, customer or supplier of the Company or any Subsidiary of the Company and such transfer would be adverse to the Company; and · if the transferee creates a FOCI issues. Any transfer, sale, assignment, pledge, hypothecation or other disposition of the Warrants and the issuance of the New Common Stock upon exercise of the Warrants will be in transactions pursuant to either a valid registration statement under the Securities Act or any other Applicable Law or an exemption from registration under the Securities Act. Fractional Shares Warrant holders shall receive cash in lieu of fractional shares. Warrant Agreement The Warrants shall be governed by the Warrant Agreement between the Company and the Warrant Agent, in form and substance reasonably acceptable to the Supporting Noteholders. Information The Company shall provide to holders of the Warrants all information, other than material, non-public information, provided to the Company’s lenders under any credit agreements, indentures or similar documents. The Company shall permit, and shall cause each Subsidiary to permit, each holder of Warrants that holds Warrants exercisable into at least five percent (5%) of the outstanding Common Stock on a fully diluted basis, to visit and inspect the Company’s or any Subsidiary’s properties, to examine its books of account and records and to discuss the Company’s or any Subsidiary’s affairs, finances and accounts with its officers, all at such actions in such manner reasonable times as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with requested, provided, that, such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance access does not materially interfere with the provisions operations of this Section 3.2the Company’s or any Subsidiary’s business. To the extent a holder of Warrants determines to receive material, non-public information, such holder shall enter into confidentiality agreement reasonably acceptable to the Company (and on terms no less onerous to such holder of Warrants than similar confidentiality agreements entered into by the Company). Warrant Agent A Majority Sponsor may agree with financial institution reasonably selected by the Supporting Noteholders. Shareholders Agreement Warrant holders shall be deemed to be bound to the terms of the Shareholders’ Agreement upon exercise of the Warrants. Corporate Opportunities Neither Series A Director, the holders of the Warrants or the Series A Holder shall have an obligation to present corporate opportunities to the Company or any of its Drag-Along Parties that subsidiaries. Governing Law Delaware. The following summarizes certain of the number key terms of Shares the new series A preferred stock of Alion Science and Technology Company (the “Company”). Capitalized terms used herein shall have the meaning ascribed to be Sold by that Drag-Along Party shall be increased or decreased provided such terms in the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedRefinancing Agreement. Issuer The Company.

Drag Along. Each Stockholder hereby agrees, if requested by the Board, to Transfer the same percentage (the "Drag-Along Sale Percentage") of Shares that are proposed to be sold by the Majority Riot Stockholders (each such Person, a "Prospective Selling Drag Stockholder") to any Prospective Buyer in a proposed Transfer, including in respect of any Public Offering in which any Riot Stockholders register and sell Registrable Riot Stockholder Securities, in the manner and on the terms set forth in this Section 4.2. The obligations of Stockholders to participate in a Transfer subject to this Section 4.2 shall be subject to satisfaction of the following conditions: (a) If a Majority Sponsor upon the consummation of the Transfer, each Stockholder shall be entitled to receive for the Shares held by such Stockholder the same form of consideration as each other Stockholder, and the aggregate consideration payable to, or received by, all Stockholders (after payment of all expenses related to such Transfer) in respect of their Shares (the Initiating "Aggregate Consideration") shall be apportioned and distributed among the Shares on a ratable basis; and (b) if any Stockholders are given an option as to the form and amount of consideration to be received, each Stockholder shall be given the same option. The costs associated with any Transfer shall be borne by the Stockholders in the same proportion as they share the consideration received. The Board or the Majority Sponsor) proposes to Sell any Shares Riot Stockholders shall furnish a written notice (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective the "Drag-Along Parties Notice") to Sell, at each Other Stockholder. The Drag-Along Notice shall set forth the same economic principal terms and conditions that apply to of the Sale by such Majority Sponsor, a number of their Shares equal to the product of proposed Transfer including (i) the total number of Shares held by such to be acquired from the Prospective Selling Drag Stockholder(s), (ii) the Drag-Along Party Sale Percentage, (or, iii) the approximate per share consideration for each Share to be received in the case of the GS Syndicatees onlyproposed Transfer, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicateesand (iv) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in Prospective Buyer. If the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of Prospective Selling Drag Stockholders consummate the proposed Sale at the same price and on the same terms and conditions as set forth Transfer to which reference is made in the Drag-Along Notice. Each relevant , each Other Stockholder (each a "Participating Drag Seller"), and, together with the Prospective Selling Drag Stockholders, collectively, the "Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (iiSellers") shall bear be bound and obligated to Transfer the applicable Drag-Along Sale Percentage of its proportionate share of all Third Party transaction fees and expenses Shares in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except the proposed Transfer in accordance with this Section 4.2. If at the end of the one hundred twentieth (120th) day following the date of the effectiveness of the Drag-Along Notice under Section 12.2 the Prospective Selling Drag Stockholders have not completed the proposed Transfer, the Drag-Along Notice shall be null and void, each Participating Drag Seller shall be released from his, her or its obligation under the Drag-Along Notice and it shall be necessary for a separate Drag-Along Notice to be furnished and the terms and provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares 4.2 separately complied with, in order to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares consummate such proposed Transfer pursuant to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedthis Section 4.2.

Drag Along. (a) If a Majority Sponsor Selling Shareholder that intends to sell all (but not less than all) of its Company Securities to a Purchaser holds more than sixty-six and two-thirds percent (66 2/3%) of the Initiating Majority Sponsoroutstanding Shares on a fully-diluted basis, and it is a condition of the Purchaser for the completion of such sale that the Purchaser purchase all of the issued and outstanding Company Securities, then, subject to the provisions of this Section 6.2, the Selling Shareholder shall have the right to require each Remaining Shareholder to sell all (but not less than all) proposes of its Company Securities to Sell any Shares the Purchaser, such right to be exercised by delivery of a joint written notice (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective a “Drag-Along Parties Notice”) from the Selling Shareholder and the Purchaser to Selleach Remaining Shareholder, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of which notice shall state (i) the total number name of Shares held by the Purchaser, including the identity of any parent company or other material Affiliate, (ii) that the Selling Shareholder is selling all of its Company Securities to the Purchaser, (iii) the purchase price for the Company Securities being sold (expressed on an aggregate and a per-Company Security basis in United States funds) and the terms of payment of such purchase price, and (iv) the intended date of completion of such sale, after which the following procedure shall apply: (a) The Drag-Along Party Notice must be delivered at least fifteen (or, in 15) days before the case closing date for the sale and purchase of the GS Syndicatees only, the relevant Majority SponsorSelling Shareholder’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority SponsorShares. (b) With respect to any Sale of Shares pursuant Subject to Section 3.2(a6.2(c), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each The delivery of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, Notice to the amount Remaining Shareholder shall constitute an irrevocable and form binding obligation of the considerationRemaining Shareholder to sell, and the Purchaser to purchase, all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and Remaining Shareholder’s Company Securities on the same terms and conditions, mutatis mutandis, as are applicable to the sale by the Selling Shareholder of its Shares to the Purchaser and on such other applicable terms and conditions as set forth in this Section 6.2(b). (c) The purchase price for any type of Company Security held by a Remaining Shareholder that is not being sold by any Selling Shareholder shall be the fair market value thereof, as determined by agreement of the Purchaser and such Remaining Shareholder or, if such agreement is not reached within ten (10) Business Days after delivery by the Selling Shareholder(s) and the Purchaser of the Drag-Along Notice. Each relevant Drag-Along Party , as determined by an independent valuator appointed by the Board of Directors of the Company, the fees of which shall (i) take all such actions in such manner as may be necessary shared equally by the Purchaser and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such SaleRemaining Shareholder. (cd) No Syndicatee If the closing of any sale contemplated by this Section 6.2 (a “Drag Transaction”) shall Sell any Shares not have occurred within ninety (other than 90) days of the date of a Sale pursuant Article 3.3Drag Along Notice, 4.1 or 4.2 such Drag Along Notice shall be null and void and of this Agreement or an Affiliate Transfer) except in accordance with no force and effect and all of the provisions of this Section 3.26.2 shall again become applicable to any proposed Drag Transaction. (e) At or before the time of completion of the sale of the Company Securities of each Remaining Shareholder to the Purchaser, each Remaining Shareholder shall (i) cause to be discharged any and all encumbrances of, and security interests in, its Shares, and (ii) execute and deliver to the Purchaser, against payment for such Company Securities, all certificates representing such Company Securities, duly endorsed for transfer or with duly executed stock powers or other assignment forms attached, as well as such other duly executed documents and instruments as the Purchaser may reasonably require (subject to Section 6.2(b)) to evidence and give effect to the sale and transfer to it of such Shares. (f) If, on the scheduled date for closing, any Remaining Shareholder fails to execute and deliver the documents and instruments contemplated in clause (ii) of Section 6.2(e), then, effective as of such scheduled date, such Remaining Shareholder hereby irrevocably appoints the Secretary of the Company or, in his absence or failure to act, the President of the Company as attorney and agent for, and in the name and on behalf of, such Remaining Shareholder to take possession of and execute and deliver to the Purchaser all such agreements, instruments and documents as the Purchaser may reasonably require to document and effect the sale to it of the Company Securities of such Remaining Shareholder, and such Remaining Shareholder hereby ratifies and confirms all that the Secretary or President of the Company may lawfully do or cause to be done by virtue of his appointment herein as the attorney and agent for the Remaining Shareholder for the limited purposes set forth in this Section 6.2(f). A Majority Sponsor Such power of attorney is coupled with an interest and shall be irrevocable. (g) Subject to Section 6.2(h), if any Remaining Shareholder does not complete the sale of its Company Securities, as described in Section 6.2(e), the Secretary or President of the Company (as applicable), acting on behalf of the Remaining Shareholder pursuant to the power of attorney provided for in Section 6.2(f), may agree complete such sale and do such other acts and things required of such Remaining Shareholder on behalf of such Remaining Shareholder, in which event: (i) the Secretary or President of the Company (as applicable) shall, and is hereby irrevocably authorized to, register in the books and records of the Company the transfer of such Remaining Shareholder’s Company Securities to the Purchaser effective on the date fixed for completion of such sale; (ii) effective as of the date fixed for completion of such sale, such Remaining Shareholder’s Company Securities and all of such Remaining Shareholder’s rights thereunder and therein shall be conclusively deemed to have been effectively assigned and transferred to the Purchaser; (iii) each of the Secretary or President of the Company (as applicable) shall, and is hereby authorized to, have the proceeds of such sale made payable to the Company in trust for such Remaining Shareholder to be retained without interest accruing thereon until such Remaining Shareholder delivers to the Company (A) satisfactory evidence of the removal of any lien, encumbrance or other security interest in the Company Securities that were sold on its behalf to the Purchaser, and (B) certificates representing such Company Securities, which certificates and/or other documents shall be duly endorsed in blank by such Remaining Shareholder for transfer; and (iv) promptly following receipt of the stock certificates referred to in Section 6.2(f)(iii), the Company shall deliver, and to the extent necessary, assign the applicable sale proceeds to such Remaining Shareholder. (h) If a Remaining Shareholder cannot surrender a certificate representing its Company Securities due to such certificate being lost or destroyed, the provisions of Section 6.2(g)(iii) shall not apply if such Remaining Shareholder executes and delivers (i) to the Company and the Purchaser a lost certificate affidavit with respect to such Remaining Shareholder’s Company Securities covered by such certificate, together with a corresponding reasonable indemnity against claims made by third-parties alleging ownership of or other interests or rights in or to such Company Securities (in form and substance satisfactory to the Company and the Purchaser, acting reasonably), and (ii) to the Purchaser, the duly executed stock power or assignment form and other transfer documents referred to in clause (ii) of Section 6.2(e). (i) Notwithstanding anything to the contrary in this Section 6.2, in the event the Purchaser is a Restricted Competitor and Cavco is the Remaining Shareholder, this Section 6.2 shall not apply to Cavco as a Remaining Shareholder and Cavco shall be under no obligation or requirement to sell any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedPurchaser.

Drag Along. 12.1 In case (ai) If a Majority Sponsor petition of bankruptcy or insolvency has been filed by a creditor for default by the Company and such petition has been admitted by a court of competent jurisdiction or has not been dismissed within 180 (one hundred and eighty) days of filing; or (ii) if the Initiating Majority SponsorCompany and the Promoters have failed to provide an Exit to the Investors within 12 (twelve months) proposes from the expiry of the Exit Period, each Principal Investors may, at their sole discretion, written notice to Sell any Shares the Company (“Drag Along Notice”) cause the Promoters and other than pursuant to an Affiliate TransferShareholders of the Company (excluding the other Principal Investors) (“Dragged Shareholders”), then to (i) sell such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal up to 100% (one hundred percent) as stipulated by the product Principal Investors to a third party; or (ii) merge or consolidate the Company with any other entity; (iii) sell all or substantially all Assets or Proprietary Rights of the Company to a third party, in a manner determined by the Principal Investors in conjunction with an offer received from a third party (such sale referred to as the “Drag Sale” and such right of the Principal Investors referred to as the “Drag Along Right”). The Company will facilitate and the Promoters and other Shareholders will co-operate with the Principal Investors in connection with the Principal Investors exercising the Drag Along Right including by (i) co-operating in any due diligence conducted by the total number any third party and providing all necessary information relating to the Company; (ii) voting, as Shareholders of Shares held by such Drag-Along Party (orthe Company and as holders of Equity Securities of the respective classes and series, in favour of a Drag Sale; and (iii) execute and deliver any and all agreements, certificates, deeds, instruments and other documents reasonably required in connection therewith and to take all other steps requested by the case Principal Investors to cause such Drag Sale to be consummated, including, as appropriate, exercising their best efforts to cause all Directors under their control or influence to vote, as Directors, to approve the Drag Sale. 12.2 In the event of any of the GS Syndicatees onlyPrincipal Investors exercising the Drag Along Rights, the relevant Majority Sponsor’s Aggregation Pro Rata Share Promoters and other Shareholders (excluding the other Principal Investors, Evolvence and the Angel Investors) shall provide customary representations, warranties and indemnities in connection with the Company and its Subsidiaries, its business and operations, and the Equity Securities being Transferred by them. The Principal Investors, Evolvence and the Angel Investors would not be required to provide any representations, warranties and indemnities in respect of the total number Company and its operations other than representations, warranties and indemnities with reference to the legal standing of such Principal Investors, Evolvence and the Angel Investors respectively, withholding tax if applicable on the Shares held by the GS Syndicatees) multiplied by (ii) a fractionPrincipal Investors, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell Evolvence and the denominator Angel Investors respectively, title to their respective securities and securities being un-encumbered (with warranties and indemnities on issuance of which is such securities being provided by the total number of Shares held by such Majority Sponsor.Company) (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation 12.3 Upon receipt of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Drag Along Notice, the relevant Drag-Company shall forthwith send such notice to all the Dragged Shareholders. A Drag Along Party Notice shall be required revocable by the Investor by written notice to Sell that number the Company at any time before the completion of Shares required to be Sold by it pursuant to Section 3.2(a)the Drag Sale, and any such revocation shall not prohibit the Investor from serving a further Drag Along Notice subject to fresh compliance with the consummation procedure laid down under this Clause 12. The Dragged Shareholders hereby agree and undertake not to directly or indirectly, approach the Drag Sale Purchaser to propose or negotiate any transaction in relation to the securities or Assets of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such SaleCompany. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.

Drag Along. (a) 4.1 If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (Transferor sells, other than in a public offering pursuant to an Affiliate Transfer)a registration statement, then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number shares of their Shares equal to the product of (i) the total number of Shares Common Stock held by such DragTransferor to a Transferee in one transaction or a series of related transactions on arms-Along Party (or, in length terms which constitute the case transfer of all of the GS Syndicatees onlyCommon Stock then owned by Smith and its Affiliates, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by Transferor and/or its affiliates may, at txxxx option, cause TCW (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes together with any party deemed to Sell and the denominator of which is the total number of Shares held by be included in such Majority Sponsor. (b) With respect to any Sale of Shares definition pursuant to Section 3.2(a)SECTION 4.2 below, the Initiating Majority Sponsor shall deliver a written notice (a Drag"DRAG-Along NoticeALONG PARTY") to each of its respective Drag-Along Parties no later than 2 Business Days prior sell to the consummation of the proposed SaleTransferee, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth provided with respect to the sale by the Transferor to such Transferee in such transaction, all shares of Common Stock which the Drag-Along Notice. Each relevant Party then owns (such shares being "DRAG-ALONG SHARES" and such transaction being a "DRAG-ALONG TRANSACTION"); PROVIDED, HOWEVER, that: (x) the price for the Drag-Along Party shall (i) take all such actions Shares may not be lower than the price per share paid to the Transferor in such manner as may be necessary and appropriate to ensure that the Sale is consummated same or related transaction; and (iiy) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its consideration for the Drag-Along Parties that Shares shall be paid in cash at the number closing of Shares to be Sold by that the Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and Transaction(s) unless the relevant Drag-Along Party remains unchangedconsents to payment in a form other than cash or, at the option of the relevant Drag-Along Party, in the same form of payment as received by the Transferor. 4.2 If TCW or any of its Affiliates (a "TCW ENTITY") proposes to Transfer to any Affiliate thereof any of the Common Stock held by such TCW Entity, then such TCW Entity, as a condition to the Transfer, shall cause such Affiliate to agree to be bound by this SECTION 4 and such Affiliate shall thereupon be deemed to be a party hereto and shall notify Smith of the identity and address of such Affiliate. Thereupon such Affixxxxx shall also be deemed a "Drag-Along Party" for purposes of this Agreement. The drag-along rights set forth in this SECTION 4 shall not be applicable to transferees of the Drag-Along Party other than to other Affiliates of such Drag-Along Party. 4.3 To exercise a drag-along right, Transferor shall give written notice (the "DRAG-ALONG NOTICE") to the Drag-Along Party against whom the right is to be enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock. The notice shall specify the terms of such Transfer and certify as to the facts supporting exercise of the drag-along right and include a copy of the contract between the Transferor and Transferee to consummate the Drag-Along Transfer (the "SALE CONTRACT"), if such a Sale Contract has been signed . During the Drag-Along Period (as defined below), the Drag-Along Party in receipt of the Drag-Along Notice may not Transfer any Securities subject to Transferor's drag-along rights under this SECTION 4 to any Person other than Transferor or the Transferee. The "Drag-Along Period" shall be the period commencing on the date the Drag Along Notice is given and terminating on the earlier of (i) the 120th day following delivery of the Drag-Along Notice or (ii) the date of termination of the Sale Contract.

Drag Along. (a) 4.1 If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (Transferor sells, other than in a public offering pursuant to an Affiliate Transfer)a registration statement or pursuant to Rule 144 (or any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then such Majority Sponsor shall require outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its respective affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "Drag-Along Parties Party" and collectively, the "Drag-Along Parties") to Sellsell to the ---------------- ------------------ Transferee, at on the same economic terms and conditions that apply as provided with respect to the Sale sale by Transferor to such Majority SponsorTransferee, a up to the number of their Shares shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger Transaction. 4.2 If any of the Drag-Along Parties proposes to Transfer to any of its affiliates any of the Common Stock held by such Drag-Along Party (orParty, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by then such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, as a condition to the amount and form exercise of such right of Transfer, shall cause such Transferee to agree to be bound by this Section 4. The drag-along rights --------- set forth in this Section 4 shall not be applicable to transferees of the consideration, and all other material terms and conditions offered by the purchaser (Drag- --------- Along Parties other than in to their respective affiliates. 4.3 To exercise a drag-along right, Transferor shall give written notice to the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party or Parties against whom the right is to be enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock and/or Series Z Preferred Stock. The notice shall specify the terms of such Transfer and certify as to the facts supporting exercise of the drag-along right. The Drag-Along Parties shall have ten (10) business days after receipt of such notice (the "Drag-Along Notice Period") before such ------------------------ parties shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject Transfer their shares to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in Transferee. During the Drag-Along Notice. Each relevant Notice Period the Drag-Along Party shall (i) take all or Parties in receipt of such actions in such manner as notice may be necessary and appropriate not Transfer any Securities subject to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell Transferor's drag-along rights under this Section 4 to any Shares (Person other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2Transferor. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.---------

Drag Along. (a) If Xxxxxxxx Partners delivers a Majority Sponsor notice to the other Optionees (each a "Compelled Holder") in connection with a bona fide offer (a "Sale Offer") by a Third Party to purchase any of the shares of Common Stock issuable upon the exercise of the Options (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer"Underlying Common Stock"), Xxxxxxxx Partners will have the right as provided for in Section 3.1(b), to require the Compelled Holders to exercise a pro rata portion of the Options then held by the Compelled Holders and to sell the Underlying Common Stock issued upon such Majority Sponsor shall require its respective Drag-Along Parties exercise to Sell, at the same economic such Third Party on terms and conditions that apply not less favorable to the Sale Compelled Holders than those upon which the Xxxxxxxx Funds shall sell the Options owned by them to such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority SponsorThird Party. (b) With respect If Xxxxxxxx Partners elects to any Sale of Shares exercise its right to compel sale pursuant to Section 3.2(a)the terms hereof, the Initiating Majority Sponsor shall Xxxxxxxx Partners will promptly deliver a written notice (a Drag-Along "Sale Notice") to each of its respective Drag-Along Parties no later than 2 Business Days prior the Sale Offer to the consummation of the proposed Sale, Compelled Holders setting forth the name and address consideration for the Underlying Common Stock, the identity of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor Third Party and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by of the purchaser (other than Sale Offer. Xxxxxxxx Partners will notify each Compelled Holder reasonably in advance of any negotiations with the event of a Public Sale). Upon delivery of a Drag-Along NoticeThird Party with respect to representations, warranties and indemnities in connection with the relevant Drag-Along Party shall Sale Offer if such Compelled Holder will be required to Sell that number sign an agreement with respect to such representations, warranties or indemnities to effect the sale of Shares required to be Sold by it pursuant to Section 3.2(athe Compelled Holder's Underlying Common Stock (the "Compelled Sale Transaction"), subject and in all events the representations, warranties and indemnities applicable to such Compelled Holder will not be more onerous than those applicable to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such SaleXxxxxxxx Funds. (c) No Syndicatee shall Sell Promptly after completion of any Shares (other than a Sale such sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of to this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares 4.1, Xxxxxxxx Partners will notify each Compelled Holder and will remit to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that such Compelled Holder the total aggregate number sales price attributable to the Securities of Shares such Compelled Holder sold pursuant thereto less a pro rata portion of the expenses and taxes, if any, incurred in connection with such sale. (d) Notwithstanding anything in this Section 4.1 to the contrary, there will be Sold by no liability on the Majority Sponsor and part of Xxxxxxxx Partners or the relevant Drag-Along Party remains unchangedXxxxxxxx Funds to the Compelled Holders if any sale of Underlying Common Stock pursuant to this Section 4.1 is not consummated for whatever reason. It is understood that Xxxxxxxx Partners, in its sole discretion, will determine whether to effect a sale of Underlying Common Stock to any Person pursuant to this Section 4.1.

Drag Along. (a) If a Majority Sponsor (Notwithstanding anything in Section 2.1 to the Initiating Majority Sponsor) contrary, if Buyer or any Fortress Stockholder or group of Fortress Stockholders proposes to Sell effect a Change of Control Sale prior to the consummation of a Buyer IPO, Buyer or such Fortress Stockholders may, at their option, require the Stockholder (and any Permitted Transferee that then owns any Buyer Common Shares) to Transfer in such Change of Control Sale all of the Buyer Common Shares then owned by the Stockholder (and such other than Permitted Transferees that then own any Buyer Common Shares) (collectively, the “Drag Along Stockholders”) on the same terms and conditions, subject to the same agreements and for the same consideration, as the applicable Fortress Stockholders participating in such Change of Control Sale, pursuant to an Affiliate Transferthe terms of this Section 2.2(b). (i) In the event Buyer or any Fortress Stockholders elect to exercise their rights pursuant to this Section 2.2(b), then such Majority Sponsor Buyer shall require its respective Drag-provide to the Stockholder a Change of Control Notice not later than the 10th business day prior to the closing of the proposed Change of Control Sale. (ii) Upon receipt of a Change of Control Notice, the Drag Along Parties Stockholders shall be required to Sellparticipate in the Change of Control Sale, at on the same economic terms and conditions that apply set forth in the Change of Control Notice (subject to this Section 2.2(b)(ii) and Section 2.2(b)(iii)) and, if any such Change of Control Sale involves a merger, consolidation or sale of all or substantially all assets of Buyer and its subsidiaries, the Drag Along Stockholders shall be required to vote in favor of or consent in writing to such merger, consolidation or sale of all or substantially all assets (and, without limiting the foregoing, each Drag Along Stockholder shall (to the Sale extent applicable) waive any dissenters’ rights, appraisal rights or similar rights in connection therewith). In connection with the foregoing, each Drag Along Stockholder shall be required to join and become a party to each agreement that is approved by Buyer or any Fortress Stockholder or group of Fortress Stockholders, as applicable (or to which any Fortress Stockholder is a party), in connection with a Change of Control Sale, including any such Majority Sponsoragreement that provides for representations and warranties, a number indemnification obligations (including escrows, hold backs or other similar arrangements to support such indemnification obligations), releases, covenants or other obligations, in each case, of their the holders of Buyer Common Shares equal to the product of party thereto; provided that (ix) the total number of Shares held by such Drag-Along Party (or, except in the case of the GS Syndicatees onlyfollowing clause (y), the relevant Majority Sponsorindemnification obligations of each Drag Along Stockholder in connection with a Change of Control Sale shall be the same as those made by the Fortress Stockholders and apportioned based on such Drag Along Stockholder’s Aggregation Pro Rata Share pro rata portion of the aggregate consideration received by the holders of Buyer Common Shares in such transaction, (y) with respect to breaches of Fundamental Representations made by any Drag Along Stockholder in connection with a Change of Control Sale, such Drag Along Stockholder shall be solely liable, and (z) the aggregate amount of liability for any Drag Along Stockholder shall not in any case exceed the total number consideration received by such Drag Along Stockholder in the Change of Control Sale. The Stockholder (i) hereby appoints Buyer or any designee thereof as its representative in connection with any agreement contemplated by this Section 2.2(b) (including the right to resolve any potential indemnification claims or other disputes on behalf of the Fortress Stockholders and the Drag Along Stockholders) and (ii) hereby irrevocably grants to, and appoints, Buyer or any designee thereof, as the Stockholder’s proxy and attorney in fact (with full power of substitution), for and in the name, place and stead of each Drag Along Stockholder, to vote the Buyer Common Shares held by each Drag Along Stockholder, or to grant a consent or approval in respect of such Buyer Common Shares, in connection with any meeting of Buyer or any action by written consent in lieu of a meeting of Buyer with respect to a Change of Control Sale. The Stockholder hereby affirms that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement, and is coupled with an interest and irrevocable. All out of pocket costs and expenses incurred by any Drag Along Stockholder in connection with a Change of Control Sale described in this Section 2.2(b) shall be paid by such Drag Along Stockholder. In connection with any Change of Control Sale described in this Section 2.2(b), the closing of the Transfer of Buyer Common Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell applicable Fortress Stockholders and the denominator closing of which is the total number Transfer of Buyer Common Shares held by such Majority Sponsoreach Drag Along Stockholder shall each occur on the same date. (biii) With Notwithstanding the foregoing, Buyer and the applicable Fortress Stockholders may at any time prior to consummation of a Change of Control Sale described in this Section 2.2(b) terminate the proposed Transfer and any concomitant drag along obligations of any Drag Along Stockholders with respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the such proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such SaleTransfer. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply Notwithstanding anything to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (orcontrary set forth in this Section 5, in the case event that any of the GS Syndicatees onlyShareholders (“Drag Along Initiator”) secures a bona fide offer from any third party, the relevant Majority Sponsor’s Aggregation Pro Rata Share in cash or publicly traded securities, to purchase all of the total number Ordinary Shares then held by, in cash or publicly traded securities, at a price per share (adjusted for allocation of Shares dividend, bonus shares, splits etc.) of not less than US$10, provided that such price per share shall not be lower than 80% of the average of the closing prices of the Company’s shares on the NYSE over the consecutive 60 trading days immediately preceding such sale, and the offeror conditions its offer on the acquisition of all the shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation all of the proposed Saleother Shareholders at such time, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall such Shareholders will be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), (subject to the consummation provisions of the proposed Sale following paragraph), if so demanded by the Drag Along Initiator, to sell all of the shares of the Company then held by them to such offeror, at the same price and on upon the same terms and conditions as set forth those to which the sale by the Drag Along Initiator is subject. Notwithstanding the foregoing, in lieu of selling the Drag-shares, as demanded by the Drag Along Notice. Each relevant Drag-Initiator, the other Shareholder(s) may acquire all of the Company’s shares then held by the Drag Along Party shall (i) take all Initiator at the price per share and upon the same terms and conditions as those to which the sale to the offeror would have been subject; provided, however, that such actions in such manner as may be necessary and appropriate to ensure that acquisition of Company shares by the Sale is consummated and (iiother Shareholder(s) shall bear its proportionate share be for cash only (and, if the consideration offered by the offeror is shares of all Third Party transaction fees and expenses in connection with a publicly traded entity, such Sale. (c) No Syndicatee shares shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except be valued in accordance with the provisions average closing price of this Section 3.2such shares on the principal stock exchange on which they are traded over the 30 day period prior to such demand) and such cash amount shall be delivered to the Drag Along Initiator within 10 business days following its demand. A Majority Sponsor may agree with For the avoidance of doubt, an offer shall not be deemed bona fide if the Drag Along Initiator or any of its Drag-Along Parties that controlling parties is a “Baal Inyan” (as such term is defined in the number of Shares to be Sold by that Drag-Along Party shall be increased Companies Law) in such third party or decreased provided in the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedpublicly traded entity whose shares are offered as consideration.

Drag Along. (a) 26.1 If a Majority Sponsor Shareholder (the Initiating Majority Sponsor'Selling Shareholder') proposes wishes to Sell any transfer all of its Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees onlyBuyer, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a)Selling Shareholder may, subject to the consummation of other Shareholder not giving notice to acquire the proposed Sale at Shares pursuant to clause 24.6 or the same price transfer being a transfer to a Permitted Transferor pursuant to clause 24.2, require the other Shareholder ('Dragged Shareholder') to sell and on transfer all its Shares to the same terms and conditions Buyer (or as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (iBuyer directs) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2clause 26 ('Drag Along Option'). 26.2 The Selling Shareholder may exercise the Drag Along Option by giving written notice to that effect ('Drag Along Notice') at any time before the transfer of the Selling Shareholder's Shares to the Buyer. A Majority Sponsor The Drag Along Notice shall specify: (a) that the Dragged Shareholder is required to transfer all its Shares (`Called Shares') pursuant to this clause 26; (b) the person to whom the Called Shares are to be transferred; (c) the consideration payable for the Called Shares which shall, for each Called Share, be an amount equal to the price per Share paid for the Shares being acquired from the Selling Shareholder by the Buyer; and (d) the proposed date of the transfer. 26.3 Once issued, a Drag Along Notice shall be irrevocable. However, a Drag Along Notice shall lapse if, for any reason, the Selling Shareholder has not sold its Shares to the Buyer within 60 Business Days of serving the Drag Along Notice. The Selling Shareholder may serve further Drag Along Notices following the lapse of any particular Drag Along Notice. 26.4 No Drag Along Notice shall require the Dragged Shareholder to agree to any terms except those specifically set out in this clause 26, provided that the Dragged Shareholder shall be required to give warranties to the Buyer as to its title to the Shares and its capacity to transfer the Shares if requested to do so by the Buyer or the Selling Shareholder. 26.5 Completion of the sale of the Called Shares shall take place on the Completion Date. Completion Date means the date proposed for completion of the sale of the Selling Shareholder's Shares unless: (a) the Dragged Shareholder and the Selling Shareholder agree otherwise in which case the Completion Date shall be the date agreed in writing by the Dragged Shareholder and the Selling Shareholder; or (b) that date is less than 10 Business Days after the date on which the Drag Along Notice is served, in which case the Completion Date shall be 20 Business Days after service of the Drag Along Notice. 26.6 The rights of pre-emption set out in the Articles shall not apply to any transfer of shares to a Buyer (or as it may direct) pursuant to a sale for which a Drag Along Notice has been duly served. 26.7 Within 10 Business Days of the Selling Shareholder serving a Drag Along Notice on the Dragged Shareholder, the Dragged Shareholder shall deliver stock transfer forms for the Called Shares, together with the relevant share certificates (or a suitable indemnity for any lost share certificates) to the Company. On the Completion Date, the Company shall pay the Dragged Shareholder, on behalf of the Buyer, the amounts they are due for their Shares pursuant to clause 26.2(c) to the extent that the Buyer has put the Company in the requisite funds. The Company's receipt for the price shall be a good discharge to the Buyer. The Company shall hold the amounts due to the Dragged Shareholder pursuant to clause 26.2(c) in trust for the Dragged Shareholder without any obligation to pay interest. 26.8 To the extent that the Buyer has not, on the Completion Date, put the Company in funds to pay the consideration due pursuant to clause 26.2(c), the Dragged Shareholder shall be entitled to the return of the stock transfer forms and share certificates (or suitable indemnity) for the relevant Called Shares and the Dragged Shareholder shall have no further rights or obligations under this clause 26 in respect of its Drag-Along Parties that Shares. 26.9 If the number Dragged Shareholder does not, on completion of the sale of the Called Shares, execute transfer(s) in respect of all of the Called Shares held by it, the Dragged Shareholder shall be deemed to have irrevocably appointed any person nominated for the purpose by the Selling Shareholder to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares his agent and attorney to be Sold execute all necessary transfer(s) on his behalf, against receipt by the Majority Sponsor is also adjusted so that Company (on trust for such holder) of the total aggregate number consideration payable for the Called Shares, to deliver such transfer(s) to the Buyer (or as they may direct) as the holder thereof. After the Buyer (or its nominee) has been registered as the holder, the validity of Shares such proceedings shall not be questioned by any such person. Failure to be Sold by produce a share certificate shall not impede the Majority Sponsor and the relevant Drag-Along Party remains unchangedregistration of shares under this clause 26.

Drag Along. (a) If a Majority Sponsor (3.4.1. In connection with the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the good faith Sale by the Sponsors (each such Majority Sponsorholder, a “Prospective Selling Holder’) on an arm’s-length basis to one or more Persons which are not Affiliates of such Sponsors (collectively, the “Prospective Buyer”) of a number of their Shares equal such that, immediately after giving effect to such Transfer (including the Transfer of Shares by other Holders of Shares in accordance with this Section 3.4), the Prospective Buyer will hold Shares representing at least a majority of all Shares then outstanding (the percentage of the aggregate of all Shares held by the Prospective Selling Holders which such number of Shares to be so sold by the Prospective Selling Holders represents is referred to herein as the “Drag Along Sale Percentage”), each Holder of Shares hereby agrees, if the Prospective Selling Holders give the Drag Along Notice referred to in Section 3.4.2 and subject to the product provisions of (i) the total number Section 3.4.4, to Sell Shares representing, with respect to each Class of Shares held by such Drag-holder, the Drag Along Party (orSale Percentage of such Shares, in the case manner and on the terms set forth in this Section 3.4. 3.4.2. If the Prospective Selling Holders elect to exercise their rights under this Section 3.4, a written notice (the “Drag Along Notice”) shall be furnished by the Prospective Selling Holders to each other Holder of Shares. The Drag Along Notice shall set forth the principal terms of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is proposed Sale including the number of Shares that to be acquired by the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than Prospective Buyer in the event of a Public Sale), the number of Shares to be Sold by each acquired from the Prospective Selling Holders, the manner in which such Shares are to be Sold, the Drag Along Sale Percentage, the per Share consideration to be received in the proposed Sale and the name and address of the Majority Sponsor and Prospective Buyer. 3.4.3. If the Drag-Along Party, Prospective Selling Holders consummate the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than proposed Sale to which reference is made in the event of a Public Sale). Upon delivery of a Drag-Drag Along Notice, each other Holder of Shares (each a “Participating Seller”, and, together with the relevant Drag-Prospective Selling Holders, collectively, the “Drag Along Party Sellers”) shall be required bound and obligated to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a)representing, subject with respect to the consummation Shares held by such holder, the Drag Along Sale Percentage of such Shares in the proposed Sale at the same price and on the same terms and conditions with respect to each Share Sold (subject to Section 3.5), as set forth the Prospective Selling Holders shall Sell each Share in the Drag-Sale. No Holder of Shares shall have the right to exercise any rights of first refusal or tag along rights contained in Sections 3.1 or 3.3 in connection with the proposed Sale to which reference is made in the Drag Along Notice. Each relevant DragIf at the end of the 135th day following the date of the effectiveness of the Drag Along Notice the Prospective Selling Holders have not completed the proposed Sale, each Participating Seller shall be released from his obligation under the Drag Along Notice, the Drag Along Notice shall be null and void, and it shall be necessary for a separate Drag Along Notice to be furnished and the terms and provisions of this Section 3.4 separately complied with, in order to consummate such proposed Sale pursuant to this Section 3.4. 3.4.4. Notwithstanding the foregoing, the Sponsors shall not have any right to require (a) a Holder of Shares to Sell any such Shares pursuant to the provisions of this Section 3.4 with respect to any Sale of Shares to any Affiliate of the Sponsors or (b) any Other Investor to Sell any Shares pursuant to the provisions of this Section 3.4 if the consideration to be received for such Shares in the Sale includes securities or other non-Along Party shall cash consideration other than (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and Marketable Securities or (ii) shall bear its proportionate share of all Third Party transaction fees and expenses securities with respect to which the Other Investors will receive, in connection with such Sale, tag-along rights substantially identical to the rights set forth in this Section 3.4 which shall apply to the transfer or sale of such securities from and after the consummation of the Sale in which such securities are received. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the 3.4.5. The foregoing provisions of this Section 3.2. A Majority Sponsor may agree with 3.4 shall expire upon the closing of a Qualified Initial Public Offering and shall not apply to any of its Drag-Along Parties that the number of Shares to be which have been Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedin a Public Sale.

Drag Along. If prior to consummation of the Qualified IPO, and subject to other provisions or restrictions set out in Section 8 of this Agreement (aCall Option) If 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 Sponsor Preferred Holders (if the Trade Sale is not a Special Trade Sale), together with the Founder (the Initiating Majority SponsorPreferred Holders or the Supermajority Preferred Holders (as the case maybe) proposes and the Founder herein shall be collectively referred to Sell 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 Shares Group Company, or otherwise (other than pursuant the “Approved Sale”) to an Affiliate Transferany 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 Majority Sponsor shall require its respective Drag-Along Parties to SellApproved 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 economic terms and conditions that apply time as the Drag Holders sell to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (orOfferor, in the case Approved Sale, all of its Equity Securities of the GS Syndicatees only, Company or the relevant Majority Sponsor’s Aggregation Pro Rata Share same percentage of its Equity Securities of the total number of Shares held by Company as the GS Syndicatees) multiplied by (ii) a fractionDrag Holders sell, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and 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 Drag-Along NoticeMemorandum 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 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 meeting; (iii) not exercise any dissenters’ or appraisal rights under applicable Law with respect to 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 assets of any Group Company, or otherwise. Each relevant Drag-Along Party shall In any such Approved Sale, (i) take all such actions each Shareholder shall bear a proportionate share (based upon the relative proceeds received in such manner as may be necessary transaction) of the Drag Holders’ expenses incurred in the transaction, including without limitation, legal, accounting and appropriate to ensure that the Sale is consummated investment banking fees and expenses, and (ii) each Shareholder shall bear its proportionate share severally, not jointly, join on a pro rata basis (based upon the relative proceeds received in such transaction) in any indemnification or other obligations that are part of all Third Party transaction fees the terms and expenses 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 Approved Sale. (c) No Syndicatee . Without limiting the foregoing sentence, no Shareholder who is not an employee or officer or controlling shareholder of a Group Company shall Sell be required to make any Shares (representations or warranties other than a Sale pursuant Article 3.3with respect to itself (including due authorization, 4.1 or 4.2 title to shares, enforceability of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor applicable agreements, and the relevant Drag-Along Party remains unchangedsimilar representations and warranties).

Drag Along. (aIf one or more Partners receive a Third Party Offer from a Third Party Offeror to purchase all of the Purchased Securities, such Partner(s) If a Majority Sponsor (the “Initiating Majority SponsorPartners”) proposes shall forthwith send this Third Party Offer to Sell any Shares the other Partners. In such circumstances, the Managing General Partner shall convene a meeting of Partners within ten (other than pursuant 10) days following transmittal of the Offer to an Affiliate Transfer)all Partners, as indicated above. During this meeting of Partners, the Third Party Offer shall be debated and, in circumstances where Partners holding, directly or through Affiliates, at least eighty-five percent (85%) of the securities of each entity forming the Purchased Securities agree to accept the Offer in question, then such Majority Sponsor all the Partners and their Affiliates who own Purchased Securities shall require its respective Drag-Along Parties be deemed to Sell, at have accepted the same economic Offer. The sale of all Purchased Securities shall then be carried out as per the terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, set out in the case Third Party Offer. The Closing of a sale pursuant to this section shall take place at the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held place to be specified in a notice to be provided by the GS Syndicatees) multiplied by (ii) a fractionInitiating Partners to such Partners, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 ten (10) Business Days prior to the consummation date of Closing of the proposed Salesale of the Purchased Securities as contemplated in the Third Party Offer. In the event that a Third Party Offer is accepted or deemed accepted pursuant to the terms of this section 11.2, setting forth then Labopharm Inc. covenants to sell its Shares and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant to sell their units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant to the terms of this section 11.2. To the extent permitted by applicable law, each Partner (for the purposes of this section 11.2, the “Principal”) hereby irrevocably nominates, constitutes and appoints the Initiating Partners, to be the Principal’s true and lawful attorney and agent, with full power and authority, for and on behalf of the Principal, and in the name and address or otherwise of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the considerationPrincipal, and all as the Principal’s act and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner instruments as may be necessary or desirable to effectively transfer and appropriate assign the Purchased Securities held by the Principal upon Closing of the sale of the Purchased Securities. The power of attorney granted herein is irrevocable and is a power coupled with an interest and will survive the disability or dissolution of any Principal and extends to ensure that the Sale is consummated successors and (ii) shall bear its proportionate share assigns of a Principal. Each Principal agrees to be bound by any representations and actions made or taken by the Initiating Partners in good faith pursuant to such power of attorney and waives any and all Third Party transaction fees and expenses defences which may be available to contest, negate or disaffirm the action of the Initiating Partners so taken in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 good faith under the power of attorney. The provisions of this Agreement or an Affiliate Transfer) except section 11.2 shall apply in accordance with priority over and supersede the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedsection 10.2 hereof.

Drag Along. (a) If a Majority Sponsor At any time starting on the date that is 24 months following the Closing, if (i) one or more Shareholders holding more than 50% of the Initiating Majority SponsorPreferred Shares, and (ii) proposes to Sell any one or more Shareholders holding more than 50% of the Ordinary Shares, other than Ordinary Shares resulting from the conversion of Preferred Shares (other than pursuant collectively, the “Initiating Sellers”) approve a Qualified Trade Sale (an “Approved Sale”), provided that Shareholders are offered the same price for each Ordinary Share Equivalent sold by them in such Approved Sale, each Shareholder shall approve, consent to an Affiliate Transferand raise no objections to the Approved Sale, and if the Approved Sale is structured as a sale of the issued and outstanding capital stock of the Company (whether by merger, recapitalization, consolidation or Transfer of Equity Securities or otherwise), then each Shareholder shall waive any dissenter’s rights, appraisal rights or similar rights in connection with such Majority Sponsor Approved Sale and each Shareholder shall require agree to sell its respective Drag-Along Parties to Sell, at Shares on the same economic terms and conditions approved by the Initiating Sellers. 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 Approved Sale. In the event that apply any Shareholder fails for any reason to take any of the foregoing actions after reasonable notice thereof, such Shareholder hereby grants an irrevocable power of attorney and proxy to the Sale Initiating Sellers or an assignee or designee of such Initiating Sellers to take all necessary actions and execute and deliver all documents deemed by such Majority SponsorPerson to be reasonably necessary to effectuate the terms of this Section 5.9. Subject to clause (b) of this Section 5.9, a number the restrictions on transfers of their Shares equal set forth in Sections 5.1, 5.2, 5.3, 5.4, 5.6 and 5.8 shall not apply in connection with an Approved Sale, anything in this Agreement to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsorcontrary notwithstanding. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the The Initiating Majority Sponsor Sellers shall deliver a written notice to each other Shareholder setting forth in reasonable detail the terms (a including price, time and form of payment) of any Approved Sale (the “Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation ”). Within 15 days following receipt of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party each of such other Shareholders shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject deliver to the consummation Company written notice setting forth such Shareholders’ agreement to consent to and raise no objections against, or impediments to, the Approved Sale (including, waiving all dissenter’s and similar rights) and (ii) if the Approved Sale is structured as a sale of the proposed Sale at the same price and capital stock, to sell its Shares on the same terms and conditions as set forth in the Drag-Along Drag Notice. Each relevant Drag-Along Party shall (i) take all , including delivery of certificates representing such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shareholder’s Shares (other than a Sale pursuant Article 3.3, 4.1 duly endorsed for transfer or 4.2 of this Agreement accompanied by executed stock powers or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedtransfer instruments therefor).

Drag Along. (a) Rights If a Majority Sponsor (the Initiating Majority Sponsor) ESOT proposes to Sell any Shares sell for cash all (other but not less than pursuant all) of the outstanding shares of Common Stock of the Company owned of record by the ESOT to a bona fide unaffiliated third party on an Affiliate Transfer)arm’s length basis in a single transaction or a series of related transactions, then such Majority Sponsor shall require its the ESOT may issue a drag notice requiring the holders of Common Stock to sell the all of their respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply Common Stock to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and transferee on the same terms that the ESOT is proposing to sell its shares (including price per share to be paid), provided, that, holders of Common Stock shall not be required to make any representations or warranties concerning the Company. Information Upon request, the Company shall provide to any Stockholder all information, other than material, non-public information, provided to the Company’s lenders under any credit agreements, indentures or similar documents. The Company shall permit, and conditions shall cause each Subsidiary to permit, each Stockholder who holds at least 5% of the outstanding shares of Common Stock or any designee of the Series A Holder, to visit and inspect the Company’s or any Subsidiary’s properties, to examine its books of account and records and to discuss the Company’s or any Subsidiary’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested; provided, that such access does not materially interfere with the operations of the Company’s or any Subsidiary’s business. To the extent a holder of Common Stock determines to receive material, non-public information, such holder shall enter into confidentiality agreement reasonably acceptable to the Company. Termination The Shareholders’ Agreement shall terminate upon the consummation of a Qualified Public Offering, which is defined as a bona fide public offering of Common Stock that yields gross proceeds of an amount to be determined by the Supporting Noteholders. ESOP / ESOP Plan Documents Neither the Company nor the ESOT shall amend, supplement, restate or otherwise modify or alter the ESOP or ESOP Plan Documents unless such amendment, supplement, restatement, modification or alteration (x) is not inconsistent with the terms of this Agreement and the other Transaction Documents or (y) is required by Applicable Law or Internal Revenue Service guidance or procedures; provided that, to the extent that any amendment, supplement, restatement, modification or alteration of the ESOP or the ESOP Documents required by Applicable Law results in the ESOP or the ESOP Documents being inconsistent with terms of this Agreement or any of the Transaction Documents, the Company and the ESOT agree that they will use commercially reasonable efforts to minimize or eliminate such inconsistency, to the fullest extent permitted by Applicable Law. Corporate Opportunities Neither Series A Director, the holders of the Warrants or the Series A Holder shall have an obligation to present corporate opportunities to the Company or any of its subsidiaries. Governing Law Delaware. These Disclosure Schedules (these “Disclosure Schedules”) are a material part of the Refinancing Support Agreement (the “Agreement”) dated as of December 24, 2013 by and among Alion Science and Technology Corporation (the “Company”), ASOF II Investments, LLC (“ASOF”) and Phoenix Investment Advisor LLC (with ASOF, collectively the “Supporting Noteholders”). Any capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Drag-Along NoticeAgreement. Each relevant Drag-Along Party shall (i) take all These Disclosure Schedules are intended only to qualify and limit the representations, warranties and covenants contained in the Agreement, and will not be deemed to expand in any way the scope or effect of any of such actions representations, warranties or covenants. Notwithstanding anything in the Agreement to the contrary, the inclusion of an item in such manner schedule as may an exception to a representation or warranty will not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, could have, or could constitute a Material Adverse Effect or Material Adverse Change. Any information set forth in one schedule of these Disclosure Schedules will be deemed to apply to each other section or subsection of the Agreement to which its relevance is reasonably apparent. Any reference to a contract, statement, plan, report or other document of any kind in these Disclosure Schedules shall be deemed to be a disclosure thereof, and it shall not be necessary to identify or reference specific provisions of such document. Headings have been assigned to the various schedules within these Disclosure Schedules for convenience of reference only and appropriate shall not be construed to ensure that affect the Sale meaning or construction of the language in the body of such schedules. Matters reflected in these Disclosure Schedules are not necessarily limited to matters required by the Agreement to be reflected in these Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information contained in these Disclosure Schedules is consummated the confidential, proprietary information of the Company, and (ii) each of the Supporting Noteholders shall bear its proportionate share maintain and protect such confidential information pursuant to the terms of all Third Party transaction fees the Agreement. ASOF $ 97,341,000.00 Phoenix $ 57,256,000.00 None. Amended and expenses Restated Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan, dated as of October 1, 2011. First Amendment to Amended and Restated Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan, dated as of October 1, 2013. Second Amendment to Amended and Restated Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan, dated as of September 27, 2013. The Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust, dated as of June 4, 2002. First Amendment to the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust, dated August 26, 2008 Pursuant to the Refinancing Agreement, unless otherwise determined by the Supporting Noteholders in connection with such Sale. (c) No Syndicatee their sole discretion prior to the Closing, as part of the transactions contemplated by the Refinancing Agreement, the following persons shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance enter into new employment agreements with the provisions Company, which agreements shall have a term of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that five (5) years and shall otherwise by reasonably acceptable to the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.Supporting Noteholders:

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to 9.9.1. In connection with the Sale by the Majority Class A Holders (each such holder, a “Prospective Selling Holder”) on an arm’s-length basis to one or more Persons that are not Affiliates of such Majority SponsorClass A Holders (collectively, the “Prospective Buyer”) of a number of their Shares equal representing, together with the other Shares to be sold after exercise of the product rights of the Prospective Selling Holders under this Section 9.9, direct or indirect ownership of at least a majority of Class A and A-2 Shares then outstanding and held by all Members (i) the total percentage of the Class A and A-2 Shares held by the Prospective Selling Holders which such number of shares to be so sold by the Prospective Selling Holders represents is referred to herein as the “Drag Along Sale Percentage”), each holder of Shares hereby agrees, if the Prospective Selling Holders give the Drag Along Notice referred to in Section 9.9.2, to Sell Shares representing, with respect to each Class of Shares held by such Drag-holder, the Drag Along Party (orSale Percentage of such Class of Shares, in the case of manner and on the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsorterms set forth in this Section 9.9. (b) With respect 9.9.2. If the Prospective Selling Holders elect to any Sale of Shares pursuant to exercise their rights under this Section 3.2(a)9.9, the Initiating Majority Sponsor shall deliver a written notice (a Drag-the “Drag Along Notice”) shall be furnished by the Prospective Selling Holders to each other holder of its respective Drag-Shares. The Drag Along Parties no later than 2 Business Days prior to Notice shall set forth the consummation principal terms of the proposed Sale, setting forth Sale including the name number and address Classes of Shares to be acquired by the purchaser (other than Prospective Buyer in the event of a Public Sale), the number of Shares to be Sold acquired from the Prospective Selling Holders, the manner in which such Shares are to be sold, the Drag Along Sale Percentage, the per Share consideration to be received in the proposed Sale (which may be estimated if the price is determined by each a formula including variables which cannot be precisely determined until closing) and the name of the Majority Sponsor and Prospective Buyer. 9.9.3. If the Drag-Along Party, Prospective Selling Holders consummate the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than proposed Sale to which reference is made in the event of a Public Sale). Upon delivery of a Drag-Drag Along Notice, each other holder of Shares (each a “Participating Seller”, and, together with the relevant Drag-Prospective Selling Holders, collectively, the “Drag Along Party Sellers”) shall be required bound and obligated to Sell that number Shares representing, with respect to each Class of Shares required to be Sold held by it pursuant to Section 3.2(a)such holder, subject to the consummation Drag Along Sale Percentage of such Class of Shares in the proposed Sale at the same price and on the same terms and conditions with respect to each Share sold (subject to Section 9.10), as set forth the Prospective Selling Holders shall Sell each Share in the Drag-Sale. Notwithstanding any provision contained herein to the contrary, except as provided in Section 9.9.1, no holder of Shares shall have the right to exercise any rights of first offer or tag along rights contained in Sections 9.7 or 9.8 in connection with the proposed Sale to which reference is made in the Drag Along Notice. Each relevant Drag-If at the end of the 135th day following the date of the effectiveness of the Drag Along Party Notice the Prospective Selling Holders have not completed the proposed Sale, each Participating Seller shall (i) take all such actions in such manner as may be released from his obligation under the Drag Along Notice, the Drag Along Notice shall be null and void, and it shall be necessary for a separate Drag Along Notice to be furnished and appropriate the terms and provisions of this Section 9.9 separately complied with, in order to ensure that the consummate such proposed Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Salepursuant to this Section 9.9. (c) No Syndicatee 9.9.4. Notwithstanding the foregoing, the Majority Class A Holders shall Sell not have any Shares (other than a Sale right to exercise any rights pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with to the provisions of this Section 3.2. A Majority Sponsor may agree 9.9 with respect to any of its Drag-Along Parties that the number Sale of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number any Affiliate of Shares to be Sold by the Majority Sponsor is also adjusted so that Class A Holders. 9.9.5. The foregoing provisions of this Section 9.9 shall expire upon the total aggregate number closing of a Qualified Public Offering and shall not apply to any Shares to be which have been Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedin a Public Sale.

Drag Along. 4.1 If the Forcing Sellers intend to sell all the Forcing Sellers’ Shares to a Proposed Purchaser who has made a bona fide offer on arm’s length terms for the entire issued share capital of the Company, the Forcing Sellers shall have the right to give to the Company a Drag along Notice that the Forcing Sellers intend to sell the Forcing Sellers’ Shares and the Drag along Notice will include details of: (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms number and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case class of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor.Forcing Sellers’ Shares; (b) With respect the identity of the Proposed Purchaser; (c) the proposed price to any Sale be paid by the Proposed Purchaser, for each of Shares pursuant the Forcing Sellers’ Shares; (d) the proposed place, date and time of completion of the proposed purchase, which shall not be less than 14 days from the date of the Drag along Notice; and (e) a term extending the offer to Section 3.2(a), all the Initiating Majority Sponsor other members for their shares. 4.2 The Board shall deliver a written notice (a Drag-Along Notice) promptly send the Drag along Notice to each of its respective Drag-Along Parties no later than 2 Business Days prior the Other Members and require each of them to sell to the consummation Proposed Purchaser at Drag Completion all of their holdings of shares on the terms contained in the Drag along Notice. 4.3 Each Other Member shall sell his or her shares in the capital of the proposed Sale, setting forth the name and address of the purchaser (other than Company referred to in the event of a Public Sale), Drag along Notice at the number of Shares highest price proposed to be Sold by each of paid for a Forcing Sellers’ Share to be sold to the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered Proposed Purchaser on Drag Completion by the purchaser (other than Forcing Sellers and on the terms set out in the event of a Public Sale). Upon delivery of a Drag-Along Drag along Notice, the relevant Drag-Along Party . 4.4 No member shall be required to Sell that number of comply with a Drag along Notice unless the Forcing Sellers shall sell the Forcing Sellers’ Shares required to be Sold by it pursuant to Section 3.2(a)the Proposed Purchaser on Drag Completion, subject at all times to the consummation of Forcing Sellers being able to withdraw the proposed Sale Drag along Notice at any time prior to Drag Completion by giving notice to the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party Company to that effect, whereupon each Drag along Notice shall (i) take all such actions in such manner as may be necessary and appropriate cease to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Salehave effect. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply Notwithstanding anything to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (orcontrary set forth in this Section 5, in the case event that any of the GS Syndicatees onlyShareholders ("DRAG ALONG INITIATOR") secures a bona fide offer from any third party, the relevant Majority Sponsor’s Aggregation Pro Rata Share in cash or publicly traded securities, to purchase all of the total number Ordinary Shares then held by, in cash or publicly traded securities, at a price per share (adjusted for allocation of Shares dividend, bonus shares, splits etc.) of not less than US$10, provided that such price per share shall not be lower than 80% of the average of the closing prices of the Company's shares on the NYSE over the consecutive 60 trading days immediately preceding such sale, and the offeror conditions its offer on the acquisition of all the shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation all of the proposed Saleother Shareholders at such time, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall such Shareholders will be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), (subject to the consummation provisions of the proposed Sale following paragraph), if so demanded by the Drag Along Initiator, to sell all of the shares of the Company then held by them to such offeror, at the same price and on upon the same terms and conditions as set forth those to which the sale by the Drag Along Initiator is subject. Notwithstanding the foregoing, in lieu of selling the Drag-shares, as demanded by the Drag Along Notice. Each relevant Drag-Initiator, the other Shareholder(s) may acquire all of the Company's shares then held by the Drag Along Party shall (i) take all Initiator at the price per share and upon the same terms and conditions as those to which the sale to the offeror would have been subject; PROVIDED, HOWEVER, that such actions in such manner as may be necessary and appropriate to ensure that acquisition of Company shares by the Sale is consummated and (iiother Shareholder(s) shall bear its proportionate share be for cash only (and, if the consideration offered by the offeror is shares of all Third Party transaction fees and expenses in connection with a publicly traded entity, such Sale. (c) No Syndicatee shares shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except be valued in accordance with the provisions average closing price of this Section 3.2such shares on the principal stock exchange on which they are traded over the 30 day period prior to such demand) and such cash amount shall be delivered to the Drag Along Initiator within 10 business days following its demand. A Majority Sponsor may agree with For the avoidance of doubt, an offer shall not be deemed bona fide if the Drag Along Initiator or any of its Drag-Along Parties that controlling parties is a "Baal Inyan" (as such term is defined in the number of Shares to be Sold by that Drag-Along Party shall be increased Companies Law) in such third party or decreased provided in the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedpublicly traded entity whose shares are offered as consideration.

Drag Along. (a) If Notwithstanding anything contained in this Article VII to the contrary, if during the first two years following the Closing Date, all of the Investors, on or after the second anniversary of the Closing Date, the Investors acting by Investor Supermajority Approval (in each case, the “Dragging Investors”) approve a Majority Sponsor bona fide proposal to Transfer for cash and/or Marketable Securities in an arm’s length transaction or series of related transactions all of, and not less than all of, the Shares and the PECs (the Initiating Majority Sponsora “Sale Proposal”) proposes to Sell any Shares (other than pursuant to a Person that is not an Affiliate Transferof any such Investor (each, a “Required Sale”), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor Dragging Investors shall deliver a written notice (a Drag-Along “Required Sale Notice”) with respect to each of its respective Drag-Along Parties no later than 2 such Sale Proposal at least ten Business Days prior to the consummation anticipated closing date of such Required Sale to Holdco and all other Holders. (b) The Required Sale Notice will include the material terms and conditions of the proposed Required Sale, setting forth including (A) the name and address of the purchaser proposed Transferee, (other than in B) the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the proposed amount and form of consideration per Share and per PEC (the consideration, “Dragging Consideration”) (and all other material terms and conditions offered by the purchaser (other than if such consideration consists in the event part or in whole of a Public Sale). Upon delivery of a Drag-Along NoticeMarketable Securities, the relevant Drag-Along Party shall be required Dragging Investors will provide such information, to Sell that number of Shares required the extent reasonably available to the Dragging Investors, relating to such Marketable Securities as the other Investors may reasonably request in order to evaluate such Marketable Securities) and (C) if known, the proposed Transfer date. The Dragging Investors will deliver or cause to be Sold by it pursuant delivered to Section 3.2(a), subject each other Holder copies of all transaction documents relating to the consummation of the proposed Required Sale at promptly as the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Salebecome available. (c) No Syndicatee Each Shareholder and PEC Holder, upon receipt of a Required Sale Notice, shall Sell be obligated to sell all of its Shares and PECs, and participate in the Required Sale contemplated by the Sale Proposal, to vote their Shares in favor of the Required Sale at any Shares meeting of Shareholders called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, to use its reasonable efforts to cause its Shareholder Directors to vote in favor of the Required Sale at any meeting of the Holdco Board called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, to waive all dissenters’ or appraisal rights in connection with the Required Sale, to enter into agreements relating to the Required Sale as and to agree (as to itself) to make to the proposed purchaser the same representations, warranties, covenants and agreements as the Dragging Investors agree to make in connection with the Required Sale; provided that (i) in no event shall any Shareholder and PEC Holder be required to make any representations and warranties (other than as to the title to its Shares or PECs, as applicable, its power, authority and legal right to Transfer such Shares or PECs, and the absence of any adverse claims with respect to such Shares or PECs) or provide any indemnities and (ii) a Shareholder and PEC Holder shall not be obligated to enter into any non-competition or other post-closing covenant that restricts its activities in any way. If at the end of the 120th day after the date of delivery of the Required Sale pursuant Article 3.3Notice (as such period may be extended to obtain any required regulatory approvals) the Dragging Investors have not completed the proposed transaction, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the Required Sale Notice shall be null and void, each Shareholder and PEC Holder shall be released from such Shareholder’s and PEC Holder’s obligations under the Required Sale Notice and it shall be necessary for a separate Required Sale Notice to be furnished and the terms and provisions of this Section 3.2. A Majority Sponsor may agree 7.4 separately complied with in order to consummate any Sale Proposal. (d) Any expenses incurred for the benefit of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party all Shareholders and PEC Holders shall be increased or decreased provided the number of Shares to be Sold paid by the Majority Sponsor is also adjusted so that Shareholders and PEC Holders in accordance with their respective Sharing Percentages to the total aggregate number of Shares to be Sold extent not paid or reimbursed by the Majority Sponsor and the relevant Drag-Along Party remains unchangedTransferee.

Drag Along. (a) 4.1 If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (Transferor sells, other than in a public offering pursuant to an Affiliate Transfer)a registration statement, then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number shares of their Shares equal to the product of (i) the total number of Shares Common Stock held by such DragTransferor to a Transferee in one transaction or a series of related transactions on arms-Along Party (or, in length terms which constitute the case transfer of all of the GS Syndicatees onlyCommon Stock then owned by Xxxxx and its Affiliates, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by Transferor and/or its affiliates may, at their option, cause TCW (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes together with any party deemed to Sell and the denominator of which is the total number of Shares held by be included in such Majority Sponsor. (b) With respect to any Sale of Shares definition pursuant to Section 3.2(a)SECTION 4.2 below, the Initiating Majority Sponsor shall deliver a written notice (a Drag"DRAG-Along NoticeALONG PARTY") to each of its respective Drag-Along Parties no later than 2 Business Days prior sell to the consummation of the proposed SaleTransferee, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth provided with respect to the sale by the Transferor to such Transferee in such transaction, all shares of Common Stock which the Drag-Along Notice. Each relevant Party then owns (such shares being "DRAG-ALONG SHARES" and such transaction being a "DRAG-ALONG TRANSACTION"); PROVIDED, HOWEVER, that: (x) the price for the Drag-Along Party shall (i) take all such actions Shares may not be lower than the price per share paid to the Transferor in such manner as may be necessary and appropriate to ensure that the Sale is consummated same or related transaction; and (iiy) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its consideration for the Drag-Along Parties that Shares shall be paid in cash at the number closing of Shares to be Sold by that the Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and Transaction(s) unless the relevant Drag-Along Party remains unchangedconsents to payment in a form other than cash or, at the option of the relevant Drag-Along Party, in the same form of payment as received by the Transferor. 4.2 If TCW or any of its Affiliates (a "TCW ENTITY") proposes to Transfer to any Affiliate thereof any of the Common Stock held by such TCW Entity, then such TCW 5 <PAGE> Entity, as a condition to the Transfer, shall cause such Affiliate to agree to be bound by this SECTION 4 and such Affiliate shall thereupon be deemed to be a party hereto and shall notify Xxxxx of the identity and address of such Affiliate. Thereupon such Affiliate shall also be deemed a "Drag-Along Party" for purposes of this Agreement. The drag-along rights set forth in this SECTION 4 shall not be applicable to transferees of the Drag-Along Party other than to other Affiliates of such Drag-Along Party. 4.3 To exercise a drag-along right, Transferor shall give written notice (the "DRAG-ALONG NOTICE") to the Drag-Along Party against whom the right is to be enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock. The notice shall specify the terms of such Transfer and certify as to the facts supporting exercise of the drag-along right and include a copy of the contract between the Transferor and Transferee to consummate the Drag-Along Transfer (the "SALE CONTRACT"), if such a Sale Contract has been signed . During the Drag-Along Period (as defined below), the Drag-Along Party in receipt of the Drag-Along Notice may not Transfer any Securities subject to Transferor's drag-along rights under this SECTION 4 to any Person other than Transferor or the Transferee. The "Drag-Along Period" shall be the period commencing on the date the Drag Along Notice is given and terminating on the earlier of (i) the 120th day following delivery of the Drag-Along Notice or (ii) the date of termination of the Sale Contract. SECTION 5.

Drag Along. (a) If the Ordinary Majority and the Preferred Majority (collectively, the “Drag Holders”) approve a Majority Sponsor Trade Sale with a pre-money valuation of the Company at no less than US$4,000,000,000 (or equivalent RMB) (such sale, transfer, conveyance or assignment pursuant to this Section 9.1, a “Drag-Along Sale”) at any time after the Closing, at the request of the Drag Holders, then each remaining Shareholder (the Initiating Majority Sponsor“Dragged Holders”) proposes shall sell, transfer, convey or assign its Shares pursuant to, and so as to Sell any give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, unless the rejecting Dragged Holder agrees to purchase the Shares (proposed to be sold, transferred, conveyed or assigned by the Drag Holders under the proposed Drag-Along Sale. If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board (including the affirmative votes of all the Investor Directors) shall in good faith determine the fair market value of any such securities or property in cash, provided that any holder of Preferred Shares shall have the right to challenge any determination by the Board of fair market value made pursuant to hereto, in which case the determination of fair market value shall be made by a valuer selected jointly by the Board (including the affirmative votes of all the Investor Directors) and the 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. The costs of the valuer shall be borne solely by the Company. The valuer shall act as expert and not as an Affiliate Transfer)arbitrator. If the acquiring party is a privately-held entity and the holders of Preferred Shares receive in whole or in part non-publicly traded securities of such acquirer, then such Majority Sponsor non-publicly traded securities shall require its respective Drag-Along Parties have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case those of the GS Syndicatees onlyPreferred Shares, the relevant Majority Sponsor’s Aggregation Pro Rata Share as applicable, as set forth herein as of the total number of Shares held date hereof, unless otherwise agreed by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority SponsorPreferred Majority. (b) With respect Subject to any Sale the Charter Documents of Shares pursuant to Section 3.2(a)the Company, the Initiating Majority Sponsor consideration to be received by a Dragged Holder shall deliver a written notice be the same form and amount of consideration per share of Ordinary Share to be received by the Drag Holder (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior or, if the Drag Holders are given an option as to the consummation form and amount of consideration to be received, the proposed Salesame option shall be given to the Dragged Holders) and the terms and conditions of such sale shall, setting forth the name and address of the purchaser (other than except as otherwise provided in the event of a Public Sale)immediately succeeding sentence, be the number of Shares to be Sold by each of same as those upon which the Majority Sponsor Drag Holders sell their Ordinary Shares. Each Dragged Holder shall make or provide customary representations, warranties, covenants, indemnities and agreements in connection with the Drag-Along PartySale; provided, that all representations, warranties, covenants and indemnities shall be made by each Drag Holder and each Dragged Holder severally but not jointly. (c) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.1, or anything in this Agreement to the amount and form of contrary notwithstanding. (d) Upon the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery approval of a Drag-Along NoticeSale as described in this Section 9.1, the relevant Drag-Along Party each Shareholder (other than Drag Holders) shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject grant to the consummation chief executive officer (“CEO”) or an authorized officer, a power of the proposed Sale at the same price attorney to transfer their Shares and on the same terms to do and conditions as set forth in carry out all other necessary or advisable acts to complete the Drag-Along NoticeSale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Shareholder. Each relevant The CEO or an authorized officer shall be authorized to transfer the Shares of each such Shareholder and to do and carry out all other necessary or advisable acts to complete the Drag-Along Party shall Sale, including, without limitation, executing any and all documents (iincluding instruments of transfers) take all on behalf of each such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such SaleShareholder. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.

Drag Along. Drag Along Notice27 If the Company or any Shareholder receives a bona fide offer from a third party to purchase all of the Securities in the Company (aThird Party Offer) If and the holders of at least [75]% of the issued Shares accept the Third Party Offer (Dragging Shareholders) (provided that Shareholders holding a Majority Sponsor majority of the Seed Preference Shares must be Dragging Shareholders)28, any Dragging Shareholder is entitled to issue to some or all of the remaining Shareholders (Other Shareholders) a notice (Drag Along Notice) requiring each Other Shareholder to sell to the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-third party specified in the Drag Along Parties to Sell, at Notice some or all of the same economic Other Shareholders’ Securities upon the terms and conditions that specified in the Drag Along Notice. Despite anything else in this agreement the pre-emption procedure set out in clause 9 does not apply to the Sale by such Majority Sponsor, relevant Securities once a number Drag Along Notice has been issued.29 Terms of Offer The terms on which the Dragging Shareholders require the Other Shareholders to sell their Shares equal Securities must be no less favourable to the product of (i) Other Shareholders than the total number of Shares held by such Drag-terms on which the Dragging Shareholders are selling their Securities. The Drag Along Party (or, in Notice must specify: the case details of the GS Syndicatees only, third party buyer; the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell consideration payable for each Security; and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material key terms and conditions offered by upon which the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall Other Shareholders’ Securities will be required to Sell that number of Shares required to be Sold by it purchased pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Drag Along Notice. Each relevant Drag-Subject to clause 10.2(d), each Other Shareholder must, within 10 Business Days of service of the Drag Along Party shall (i) take Notice sell all such actions of their Securities to the third party buyer specified in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except Drag Along Notice in accordance with the provisions key terms and conditions of the Drag Along Notice. The Other Shareholders are not obliged to sell their Securities in accordance with clause 10.2(c) if the Dragging Shareholders do not complete the sale of all their Securities to the third party buyer on the same key terms and conditions set out in the Drag Along Notice. 30Founder Vesting31 Vesting of Founder Shares32 [50]% of the Shares held by each Founder or Founder Entity (as applicable) as at the date of this Section 3.2. A Majority Sponsor may agree with any agreement will be Unvested Shares, and those Unvested Shares will vest as follows: 33 [25]% will vest on the date that is [12] months after the date of its Drag-Along Parties this agreement; and at a rate of [1/36th] of the balance at the end of each month period thereafter, provided that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold relevant Founder remains engaged by the Majority Sponsor is also adjusted so that Company to provide services, whether as a contractor or employee at the total aggregate number date of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedvesting.

Drag Along. If TPG agrees at any time to Transfer, in any single or series of related transactions, at least eighty percent (a80%) If of the aggregate Purchase Price Value of the Investor Shares then held by TPG and its Affiliates to a Majority Sponsor non-affiliated third party (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective a “Drag-Along Parties to SellTransfer” and such purchaser, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such “Drag-Along Party (orBuyer”) for cash and/or Marketable Securities, TPG may exercise drag-along rights with respect to all Managers in accordance with the case of the GS Syndicatees onlyterms, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell conditions and the denominator of which is the total number of Shares held by such Majority Sponsorprocedures set forth herein. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor 4.3.1. TPG shall deliver a written promptly give notice (a “Drag-Along Notice”) to each of its respective Manager (the “Drag-Along Parties no later than 2 Business Days prior Stockholders”) of any election by TPG to the consummation of the proposed Saleexercise its drag-along rights under this Section 4.3, setting forth the name and address of the purchaser (other than in the event of a Public Sale)Transferee, the total number of Investor Shares proposed to be Sold Transferred by each of the Majority Sponsor TPG and the Drag-Along Partyits Affiliates, the proposed amount per share and form of consideration for the consideration, Investor Shares and all other material terms and conditions offered of the Drag-Along Transfer. Such notice shall also specify the number of Company Shares such Drag-Along Stockholders shall be required to Transfer, up to such Drag-Along Stockholders’ Pro Rata Portion for the Company Shares; provided that the portion of Company Shares with respect to each Drag-Along Stockholder is the same relative proportion for all Drag-Along Stockholders. Any Transfer of Company Shares by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, Stockholder pursuant to the relevant terms hereof shall be at the same per share purchase price for the Company Shares sold by TPG and its Affiliates and specified in the Drag-Along Party Notice and each Drag-Along Stockholder shall be required receive the same relative proportion of cash and Marketable Securities. 4.3.2. Each Drag-Along Stockholder agrees, severally and not jointly, to Sell (i) make individual representations, warranties, covenants, indemnities and other agreements solely as to the title to, and the absence of any Adverse Claims with respect to, its Company Shares and the power, authority and legal right to Transfer such Company Shares, (ii) execute and deliver agreements, covenants and indemnities as made by TPG in connection with the Drag-Along Transfer (other than any non-competition, non-solicitation or other non-financial agreements or covenants that number would bind such Drag-Along Stockholder or its Affiliates without the prior written consent of Shares required to be Sold by it pursuant to Section 3.2(asuch Drag-Along Stockholder), subject to (iii) except as provided in the consummation of the proposed Sale at the same price and on preceding subclause (ii), the same terms and conditions to the Transfer as TPG agrees, (iv) not demand or exercise appraisal or dissenters rights under any applicable business corporation or other law with respect to a transaction subject to this Section 4.3 as to which such appraisal rights are available and (v) be liable as to all representations, warranties, covenants, indemnities and other agreements being made, agreed to or delivered by the Company or any of its subsidiaries, or in respect of the Company or any of its subsidiaries or their respective businesses, in connection with such transaction (other than the individual representations, warranties, covenants, indemnities and other agreements of the type set forth in subclause (i)), in each case to the same extent as TPG but pro rata based on the relative proceeds to be received by each of them from the sale of the shares of Common Stock Transferred by each of them. Notwithstanding the foregoing, the aggregate amount of liability for TPG and such Drag-Along Notice. Each relevant Stockholders shall not in any event exceed the U.S. dollar value of the net proceeds received by TPG and such Drag-Along Party shall Stockholders, respectively. 4.3.3. In the event that any such Transfer is structured as a merger, consolidation, or similar business combination, each Drag-Along Stockholder agrees to (i) vote in favor of the transaction and (ii) take all such other action as may be required to effect such transaction. 4.3.4. Solely for purposes of Section 4.3.3(i) and in order to secure the performance of each Manager’s obligations under Section 4.3.3(i), each Manager hereby irrevocably appoints TPG (or a designee thereof) the attorney-in-fact and proxy of such Manager (with full power of substitution) to vote or provide a written consent with respect to its Company Shares as described in this paragraph if, and only in the event that, such Manager fails to vote or provide a written consent with respect to its Company Shares in accordance with the terms of Section 4.3.3(i) (each such Manager, a “Breaching Drag-Along Stockholder”) within three (3) days of a request for such vote or written consent. Upon such failure, the TPG (or a designee thereof) shall have and is hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Drag-Along Stockholder’s Company Shares for the purposes of taking the actions in required by Section 4.3.3(i). Each Manager intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each Manager will take such manner further action and execute such other instruments as may be necessary and appropriate to ensure that effectuate the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 intent of this Agreement or an Affiliate Transferproxy and hereby revokes any proxy previously granted by it with respect to the matters set forth in Section 4.3.3(i) except with respect to the Company Shares owned by such Manager. Notwithstanding the foregoing, the conditional proxy granted by this Section 4.3.4 shall be deemed to be revoked upon the termination of this Section 4.3 in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedterms.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to SellIf, at the same economic terms and conditions that apply to the Sale by such Majority Sponsorany time, a number of their Shares equal to the product of (i) Acorn desires to offer to sell to any person or persons, other than an affiliate of Acorn, all the total number of Ordinary Shares then held by such Drag-Along Party (or, in the case Acorn and its affiliates for a sale price per Ordinary Share not less than 80% of the GS Syndicatees only, price per Ordinary Share under the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS SyndicateesPurchase Agreement with Rxxxxx (a “Divestiture”) multiplied by and (ii) a fractionthe Ordinary Shares then held by Acorn and its affiliates represent at least 30% of the then issued and outstanding Ordinary Shares, then Acorn shall have the numerator right (“Drag Along Right”) to require each Individual Shareholder to participate in such sale of which is the number Ordinary Shares by Acorn and to sell all of Shares that the Majority Sponsor proposes to Sell his Ordinary Shares, and the denominator of which is Individual Shareholders shall have the total number of Shares held by such Majority Sponsor. right (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-“Tag Along NoticeRight”) to so participate, in each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and case on the same terms and conditions (including representations, warranties and indemnities, so long as set forth such representations, warranties, covenants and indemnities are not less favorable to the Individual Shareholders than those in the Drag-Share Purchase Agreement with Rxxxxx), as are applicable to Acorn’s sale of its Ordinary Shares in the Divestiture To exercise its Drag Along Right, Acorn shall promptly deliver to each of the Individual Shareholders a written notice (the “Divestiture Notice. Each relevant Drag-”) stating Acorn’s intention to sell all its Ordinary Shares and that it is electing thereby to exercise its Drag Along Party shall (i) take all such actions in such manner as may be necessary and appropriate Right pursuant to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses this Letter Agreement in connection with such Sale. (c) No Syndicatee therewith, and setting forth the terms and conditions of the Divestiture, including, without limitation, to the extent known, the identity of the proposed purchaser and the amount and type of consideration to be paid therefor. The Divestiture Notice shall Sell be accompanied or followed, to the extent available, by a copy of any written offer, letter of intent, term sheet or contract of sale pertaining to the Divestiture transaction. At any time prior to the closing of a Divestiture in respect of which Acorn has exercised its Drag Along Right, Acorn may withdraw from the Divestiture and its election to exercise its Drag Along Right upon written notice to the Individual Shareholders. The closing of the purchase and sale of any Ordinary Shares (other than a Sale to be sold by the Individual Shareholders to the purchaser pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance to the Drag Along Right shall occur concurrently with the provisions closing of this Section 3.2the sale of the Ordinary Shares by Acorn to the purchaser in the Divestiture. A Majority Sponsor may agree with At any of its Drag-Along Parties that such closing, each Individual Shareholder shall deliver to the purchaser a certificate or certificates representing the number of Ordinary Shares owned by such Individual Shareholder, duly endorsed in blank or accompanied by a duly executed stock power in blank, with signatures duly guaranteed and all requisite stock transfer stamps affixed thereto. The individual Shareholders agree to be Sold cooperate with Acorn in effecting the Drag Along Right which is intended to allow Acorn to deliver to the purchaser in the Divestiture the 50% of DSIT collectively held by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor Acorn and the relevant Drag-Along Party remains unchangedIndividual Shareholders.

Drag Along. (a) 4.1 If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (Transferor sells, other than in a public offering pursuant to an Affiliate Transfer)a registration statement or pursuant to Rule 144 (or any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then such Majority Sponsor shall require outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its respective affiliates may, at their option, cause each of the members of the Smitx Xxxup and JEDI (either party, and any affiliate thereof, being a "Drag-Along Parties Party" and collectively, the "Drag-Along Parties") to Sellsell to the Transferee, at on the same economic terms and conditions that apply as provided with respect to the Sale sale by Transferor to such Majority SponsorTransferee, a up to the number of their Shares shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such transaction being a "Drag-Along Transaction"); provided however, that: (v) Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger Transaction. 4.2 If any of the Drag-Along Parties proposes to Transfer to any of its affiliates any of the Common Stock held by such Drag-Along Party (orParty, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by then such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, as a condition to the amount and form exercise of such right of Transfer, shall cause such Transferee to agree to be bound by this Section 4. The drag-along rights set forth in this Section 4 shall not be applicable to transferees of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along NoticeParties other than to their respective affiliates. 4.3 To exercise a drag-along right, Transferor shall give written notice to the relevant Drag-Along Party or Parties against whom the right is to be enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock and/or Series Z Preferred Stock. The notice shall specify the terms of such Transfer and certify as to the facts supporting exercise of the drag-along right. The Drag-Along Parties shall have ten (10) business days after receipt of such notice (the "Drag-Along Notice Period") before such parties shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject Transfer their shares to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in Transferee. During the Drag-Along Notice. Each relevant Notice Period the Drag-Along Party shall (i) take all or Parties in receipt of such actions in such manner as notice may be necessary and appropriate not Transfer any Securities subject to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell Transferor's drag-along rights under this Section 4 to any Shares (Person other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedTransferor.

Drag Along. 7.1 In connection with a Drag Event, TopCo shall have the right (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective “Drag-Along Parties Right”) to Sell, at require the same economic terms and conditions that apply MIP Shareholders to sell all the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Limited Voting Shares held by the GS Syndicatees) multiplied by MIP Shareholders (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares as exchanged pursuant to Section 3.2(a), Clause 2) on a pro rata basis (the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice“Drag Shares”) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Third Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale Purchaser at the same price and on the same terms and conditions as set forth the Drag Event in accordance with this Clause 7. 7.2 Topco shall give the MIP Shareholders, simultaneously with serving an Exchange Notice in accordance with Clause 2 to the extent that their respective MIP Shares have not been exchanged for Limited Voting Shares pursuant to the exercise of any Exchange Right, a written notice of the exercise of their Drag-Along Right containing details of the terms and conditions of the offer and the transfer price (the “Drag-Along Notice”), following which: (a) Clause 8 shall not apply in respect of the Drag Event; (b) each MIP Shareholder shall give TopCo a written notice agreeing to sell the Drag Shares to the Third Party Purchaser in accordance with this Clause 7 (a “Drag-Along Acceptance Notice”) within three (3) Business Days after the date of the Drag-Along Notice. Each relevant , failing which such MIP Shareholder shall be deemed to have served a Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale.Acceptance Notice; and (c) No Syndicatee shall Sell any Shares (other than if the MIP Shareholders serve or are deemed to have served a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that Acceptance Notice, then, subject to this Clause 7, they shall sell the number of Drag Shares to be Sold by that Drag-Along the Third Party Purchaser at the same price and on the same terms and conditions as the Drag Event, concurrently with the consummation of the Drag Event. 7.3 At completion of the sale and purchase of the Drag Shares to the Third Party Purchaser under this Clause 7, the MIP Shareholders shall deliver to the Third Party Purchaser: (a) duly executed stock transfer power of attorney with signature guarantee in respect of the Drag Shares which it holds in favour of the Third Party Purchaser or such other person as the Third Party Purchaser may nominate; and (b) the share certificates in respect of the Drag Shares. 7.4 The liability to the Third Party Purchaser in relation to the sale of Limited Voting Shares under this Clause 7 of each MIP Shareholder shall be increased or decreased provided the number several only and shall be determined by reference to their respective proportions of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedsale.

Drag Along. (a) If In the event of a Sale Event (as defined below), each Founder and Investor shall be obligated to and shall, upon the written request of a Majority Sponsor Interest: (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Third Party Buyer (as defined below) a PRO RATA portion of his, her or its Shares on the same terms applicable to the Majority Interest (with any consideration payable in connection with such Sale Event to be distributed among the holders of capital stock in a manner that follows the relative rights and preferences of the Shares as provided in the Charter), and/or (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale Event proposed by the Majority Interest and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related sale documents, as such Majority Interest and the Third Party Buyer may reasonably require in order to carry out the terms and provisions of this Section 3.6 (the Initiating Majority Sponsor"DRAG-ALONG RIGHT"); PROVIDED that the terms of any such indemnity agreement or escrow agreement impose substantially equivalent obligations on each of the Founders and the Investors PRO RATA in proportion to their respective ownership of the Shares; PROVIDED FURTHER, that, in connection with a Sale Event, (i) proposes Madison Capital Funding LLC ("MADISON") and Xxxxxx Family Holdings LLC ("XXXXXX") shall be required to Sell any Shares (other than pursuant make representations and warranties only with respect to an Affiliate Transfer)title to and ownership of their respective Shares, then such Majority Sponsor shall require its their respective Drag-Along Parties authority to Sell, at the same economic terms and conditions that apply to enter into the Sale Event and the enforceability against Madison and Xxxxxx, respectively, of any agreements entered into by Madison or Xxxxxx, as applicable, in connection with such Majority Sponsor, a number Sale Event and (ii) each of their Shares Madison's and Xxxxxx'x allocable portion of any liability related to any such Sale Event shall be equal to the product lesser of (iA) their respective PRO RATA portions of any amounts actually paid to any indemnified party in connection therewith and (B) the total number of Shares held proceeds received by such Drag-Along Party (orMadison and Xxxxxx, respectively, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by any such Majority SponsorSale Event. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions For purposes of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.3.6:

Drag Along. (a) If Without limiting any rights granted under the AMC Stockholders Agreement, at any time prior to the IPO Date, Investors (which for purposes of this Section 3 shall include any Permitted Transferee of any Investor) constituting a Requisite Stockholder Majority Sponsor (collectively, the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective “Drag-Along Parties Sellers”) may require each Management Stockholder to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number include Restricted Shares (including Restricted Shares issuable upon exercise of their Shares equal to the product of (i) the total number of Shares Vested Options held by such Drag-Along Party (or, in the case Management Stockholder and including Restricted Shares issuable upon exercise of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share Employee Options that vest as a result of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Exit Sale, setting forth the name and address of the purchaser (other than ) in the event of a Public Sale), the number of Shares any Company Sale pursuant to be Sold by each of the Majority Sponsor and which the Drag-Along Party, the amount and form Sellers are Transferring at least 90% of the consideration, and all other material terms and conditions offered Shares then held by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Sellers for consideration consisting of cash and cash equivalents (an “Exit Sale”) to an Independent Third Party (a “Drag-Along Party shall be required to Sell that number Transferee”) in a bona fide arm’s length transaction or series of Shares required to be Sold by it transactions (including pursuant to Section 3.2(a)a stock sale, asset sale, recapitalization, tender offer, merger or other business combination transaction or otherwise) at the purchase price and upon the terms and subject to the consummation conditions of the proposed Exit Sale at the same price and on the same terms and conditions as (all of which shall be set forth in the Drag-Along Notice). Each relevant In connection with an Exit Sale, the Company may also require each Management Stockholder to provide his, her or its written consent approving the Exit Sale with respect to all Shares owned by such Management Stockholder, as necessary or desirable to authorize, approve and adopt the Exit Sale. In the event that a sale is proposed pursuant to this Section 3(a), all outstanding proposals to Transfer Restricted Shares shall immediately be withdrawn and no Transfer of Restricted Shares shall be consummated until the expiration of the time period provided for in Section 3(d). The consummation of an Exit Sale by the Drag-Along Party Sellers shall be subject to the sole discretion of the Drag-Along Sellers, who shall have no liability or obligation whatsoever (iother than compliance with this Section 3) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses any Management Stockholder participating therein in connection with such Management Stockholder’s Transfer of Shares. (b) The rights set forth in Section 3(a) shall be exercised by the Drag-Along Sellers giving written notice (the “Drag-Along Notice”) to the Company, at least ten (10) Business Days prior to the date on which the Drag-Along Sellers expect to consummate the Exit Sale. In the event that the terms and/or conditions set forth in the Drag-Along Notice are thereafter amended in any material respect, the Drag-Along Sellers shall give written notice (an “Amended Drag-Along Notice”) of the amended terms and conditions of the proposed Transfer to the Company. Each Drag-Along Notice and Amended Drag-Along Notice shall set forth: (i) the name of the Exit Sale Transferee and the number of shares of Common Stock proposed to be purchased by such Exit Sale Transferee, (ii) the proposed amount and type of consideration and material terms and conditions of payment offered by the Exit Sale Transferee and (iii) a summary of any other material terms pertaining to the Transfer (the “Third Party Terms”). Upon receipt of any Drag-Along Notice or Amended Drag-Along Notice, the Company shall deliver a copy of same to each Management Stockholder at least five (5) Business Days prior to the proposed date of such Transfer. (c) No Syndicatee All Transfers of Shares to the Exit Sale Transferee pursuant to this Section 3 shall Sell be consummated simultaneously at the offices of the Company, unless the Drag-Along Sellers elect otherwise, on the later of (i) a Business Day not less than ten (10) or more than sixty (60) days after the Drag-Along Notice is received by the Company or (ii) the third Business Day following receipt of all material Governmental Approvals, or at such other time and/or place as each of the parties to such Transfers may agree. The delivery of stock certificates shall be made on such date, against payment of the purchase price for such Shares minus the aggregate exercise price of any Vested Options being Transferred by the Management Stockholder, duly endorsed for Transfer or with duly executed stock powers or similar instruments, or such other instrument of Transfer of such Shares as may be reasonably requested by the Drag-Along Sellers and acceptable to the Company, with all stock transfer taxes paid and stamps affixed, and in the case of Vested Options subject to a Drag-Along Notice, an instrument acceptable to the Company evidencing the cancellation of Vested Options. Each Management Stockholder shall receive the same form and amount of consideration received by the Drag-Along Sellers per Share (minus the exercise price of Vested Options subject to the Drag-Along Notice). To the extent that the parties (or any successors thereto) to a sale described in this Section 3 are to provide any indemnification or otherwise assume any other than post-closing liabilities, the Drag-Along Sellers and all Management Stockholders and other Investors selling Shares in a Sale pursuant Article 3.3, 4.1 or 4.2 of transaction described under this Agreement or an Affiliate Transfer) except Section 3 shall do so severally and not jointly (and on a pro rata basis in accordance with the Shares (including Shares subject to Employee Options) being sold by each) and each such Person’s respective potential liability thereunder shall not exceed the proceeds received by such Person. Furthermore, each Management Stockholder shall only be required to give customary representations and warranties, including, but not limited to, title to Shares (including Shares subject to Employee Options) conveyed, legal authority and capacity, and non-contravention of other agreements to which he, she or it is a party, with respect to which indemnification or other post-closing liabilities shall be several and not joint (and only as to the representations and warranties given by such Management Stockholder) and each Management Stockholder’s respective potential liability thereunder shall not exceed the proceeds received by such Management Stockholder; provided, that in connection with such transaction no Management Stockholder shall be required to enter into any non-competition agreement. Each Management Stockholder shall be required to enter into any instrument, undertaking or obligation necessary or reasonably requested and deliver all documents necessary or reasonably requested in connection with such sale (as specified in the Drag-Along Notice) in connection with this Section 3. (d) If at the end of the 90th day after the Company’s receipt of the Drag-Along Notice, the Drag-Along Sellers have not completed the proposed Transfer, the Drag-Along Notice shall be null and void, and it shall be necessary for a separate Drag-Along Notice to be delivered, and the terms and provisions of this Section 3.2. A Majority Sponsor 3 separately complied with, in order to consummate such Transfer pursuant to this Section 3; provided, that such 90 day time period may agree with any be extended at the option of its the Drag-Along Parties Sellers for a reasonable period of time not to exceed an additional 90 days to the extent that the number of Shares failure to be Sold by that Drag-Along Party shall be increased or decreased provided complete the number of Shares to be Sold proposed Transfer is cause by the Majority Sponsor is also adjusted so that failure to obtain the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangednecessary Governmental Approvals.

Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) one or more Bxxxxxx Entities proposes to Sell any Shares (other than pursuant to an Affiliate Transfer)effect a Drag Along Sale, then such Majority Sponsor shall require its respective Drag-Along Parties to SellBxxxxxx Entities may, at their option, require all other holders of Membership Interests to transfer in such Drag Along Sale their respective Drag Along Portion of the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares Membership Interests then held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and holders on the same terms and conditions, subject to the same agreements and for the same consideration, as such Bxxxxxx Entities pursuant to the terms of this Section 8.06(b), in each case, subject to Section 7.04. (i) In the event of a proposed Drag Along Sale, the Bxxxxxx Entities that are parties to such sale (or Barnes&Noble on their behalf) shall provide to each other holder of Membership Interests not later than the 30th day prior to the proposed Drag Along Sale: (A) a written notice of the terms and conditions of such Drag Along Sale (a “Drag Along Notice”) together with a statement asserting each such holder’s obligation to participate in such Drag Along Sale on the same terms and conditions, subject to the same agreements and for the same consideration, as such Bxxxxxx Entity, (B) the purchase agreement (or similar instrument of transfer), including all attachments and schedules, that is the subject of such Drag Along Sale and (C) a summary of the material terms of any other proposed contemporaneous or related commercial or similar arrangements between any Bxxxxxx Entity (or any Affiliate of Barnes&Noble, other than the Company and any direct or indirect Subsidiary of the Company) and the proposed transferee in such Drag Along Sale, subject to customary confidentiality agreements. (ii) Each holder of Membership Interests that receives a Drag Along Notice shall be required to participate in the Drag Along Sale on the terms and conditions set forth in the Drag-Drag Along Notice. Each relevant Drag-Notice (subject to this Section 8.06(b)(ii)) and, if any such Drag Along Party Sale involves a merger or consolidation, each holder of Membership Interests that receives a Drag Along Notice with respect to such Drag Along Sale shall (i) take all be required to vote in favor of or consent in writing to such actions in merger or consolidation; provided, however, that notwithstanding anything to the contrary contained herein, no such manner as may holder shall be necessary and appropriate subject to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.28.06(b) if in the Drag Along Sale such holder: (A) is required to make any representations or warranties in such Drag Along Sale other than as to such holder’s ownership and authority to sell, free of liens, claims and encumbrances, the Membership Interests proposed to be sold by such holder, and as to the due authorization, execution, delivery and enforceability of the definitive documents entered into by such holder in connection with such Drag Along Sale; (B) is required to be subject to an obligation for indemnification or other liability that (X) relates to the representations, warranties or covenants made by any other holder of Membership Interests and relating to such holder’s ownership of Membership Interests or (Y) is in excess of either (I) the aggregate purchase price that such holder actually receives in such transaction or (II) the obligation for indemnification or other liability applicable to the Bxxxxxx Entities in the Drag Along Sale (as appropriately adjusted for the relative portion of the Drag Along Sale that is represented by the Drag Along Portion); or (C) is subject to any obligations that are different and adverse (taking into account the relative positions of any such holder to any Bxxxxxx Entities in such transaction) as compared to any Bxxxxxx Entities in such transaction or is subject to any non-compete or non-solicit or similar covenant. A Majority Sponsor may agree All out of pocket costs and expenses incurred by any holder in connection with a Drag Along Sale shall be paid by such holder. In connection with any Drag Along Sale, the closing of its Drag-Along Parties that the number sale of Shares to be Sold Membership Interests held by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor any Bxxxxxx Entity and the relevant Drag-closing of the sale of Membership Interests held by any holder of Membership Interests that receives a Drag Along Party remains unchangedNotice shall each occur on the same date. (iii) Notwithstanding the foregoing, any Bxxxxxx Entity that delivers a Drag Along Notice pursuant to this Section 8.06(b) may at any time prior to consummation of a Drag Along Sale terminate the proposed sale and any concomitant drag along obligations of other holders of Membership Interests.

Drag Along. 15.1 Subject to prior compliance with Clause 13, if any AHG Shareholders (aa “Dragging AHG Shareholder” or the “Dragging AHG Shareholders”), together controlling more than fifty per cent. (50%) If a Majority Sponsor of the Voting Shares then in issue, propose to Transfer Securities (the Initiating Majority Sponsor“Dragging AHG Shareholders’ Securities”) proposes to Sell any Shares (other than pursuant with respect to an Affiliate Transfera Transfer permitted by Clauses 11.1.1 and 11.1.3) to a Prospective Buyer (such Prospective Buyer, the “Drag Along Purchaser”) which would result in such Prospective Buyer controlling more than fifty per cent. (50%) of the Voting Shares then in issue (a “Required Sale”), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall Dragging AHG Shareholders may deliver a written notice (a Drag-Along “Required Sale Notice”) to each other AHG Shareholder (each, a “Dragged AHG Shareholder” and together, the “Dragged AHG Shareholders”), copied to the Company, requiring them to Transfer all of its respective Drag-Along Parties no later than 2 their Securities to a Prospective Buyer. 15.2 The Required Sale Notice shall: 15.2.1 be irrevocable but shall lapse if the Required Sale is not completed within twelve (12) months after the date of the Required Sale Notice, subject to any extensions agreed between the Dragging AHG Shareholders and Dragged AHG Shareholders in writing (acting reasonably) to account for any Mandatory Regulatory Consents to be obtained; 15.2.2 be delivered to each Dragged AHG Shareholder within ten (10) Business Days prior of the Dragging AHG Shareholders and the Drag Along Purchaser having entered into binding agreements for the sale and purchase of the Securities proposed to be Transferred to the consummation Drag Along Purchaser (“Drag Transaction Documents”); 15.2.3 set out the material terms and conditions of the proposed sale of the Securities by the Dragging AHG Shareholders to the Drag Along Purchaser, which shall be no less favourable than the terms and conditions of the Required Sale, setting forth including: (a) the number and class of Dragging AHG Shareholders’ Securities; (b) the name and address of the purchaser Drag Along Purchaser; (other than in c) the event proposed amount and form of a Public Sale), the number of Shares consideration per Security to be Sold by each of paid to the Majority Sponsor and Dragged AHG Shareholders, which shall be the Drag-Along Party, same as the amount and form of consideration per Dragging AHG Shareholders’ Security to be paid to the considerationDragging AHG Shareholders; provided, and all other material terms and conditions offered by the purchaser (that if such consideration consists in part or in whole of assets other than in the event of cash (a Public Sale“Rollover Alternative”). Upon delivery of a Drag-Along Notice, the Dragging AHG Shareholders will provide such information, to the extent reasonably available to the Dragging AHG Shareholders, relating to such assets as the Dragged AHG Shareholders may reasonably request in order to evaluate the value of such assets; and (d) if known, the proposed completion date of the Required Sale; and 15.2.4 attach copies of all Drag Transaction Documents. 15.3 Subject to Clause 15.2, each Dragged AHG Shareholder which receives a Required Sale Notice shall, subject to receipt of any Mandatory Regulatory Consents, be required to Transfer all (but not a portion only) of its Securities (“Drag Along Securities”) to the Drag Along Purchaser, provided that: 15.3.1 each Dragged AHG Shareholder shall have the right to request that any Mandatory Regulatory Consents required in relation to the Transfer of its Drag Along Securities are incorporated into the relevant Drag-Along Party transaction documents; 15.3.2 no Dragged AHG Shareholder shall be required to Sell that number of Shares give any indemnities or make any representations and warranties to the Drag Along Purchaser (or any other person), except for warranties as to the title to their Drag Along Securities and the authority and capacity to sell such Drag Along Securities (with such warranties being made severally and not jointly); 15.3.3 no Dragged AHG Shareholder shall be required to be Sold by it pursuant agree to Section 3.2(aany post-closing undertakings with the Drag Along Purchaser (or any other person), subject including, without limitation, any non-compete or non-solicitation undertakings; and 15.3.4 the Dragged AHG Shareholders shall not be required to Transfer their Drag Along Securities to the consummation Drag Along Purchaser prior to the date on which the Dragging AHG Shareholders’ Securities are Transferred to the Drag Along Purchaser. 15.4 Each Dragging AHG Shareholder and Dragged AHG Shareholder will be responsible for its pro rata share of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees costs and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a of the Required Sale pursuant Article 3.3, 4.1 or 4.2 and the sale of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Drag Along Parties that Securities based on the number of Shares such Dragging AHG Shareholder’s or Dragged AHG Shareholder’s Drag Along Securities relative to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares Dragging AHG Shareholders’ Securities and Drag Along Securities held by all Dragging AHG Shareholders and Dragged AHG Shareholders, to be Sold the extent not paid or reimbursed by the Majority Sponsor and the relevant Drag-Drag Along Party remains unchangedPurchaser.

Drag Along. 7.1 In the event that a shareholder/s (ahereinafter referred to as the “Seller/s”) If holding in excess of fifty per cent (50%) of the shares in the Company (hereinafter referred to as the “Majority Interest”) wishes to transfer all his/their interest in the shares to a Majority Sponsor bona fide third party purchaser (hereinafter referred to as the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer“Proposed Buyer”), then such Majority Sponsor shall the Seller/s may require its respective Drag-Along Parties all the other shareholders (hereinafter referred to Sell, at as the same economic terms “Other Shareholders”) to sell and conditions that apply transfer all their shares to the Sale Proposed Buyer (hereinafter referred to as the “Drag Along Option”). 7.2 The Seller may exercise the Drag Along Option by such Majority Sponsorgiving written notice (hereinafter referred to as the “Drag Along Notice”) to the Other Shareholders at least thirty (30) Business Days before transferring the Seller’s shares to the Proposed Buyer. 7.3 The Drag Along Notice shall specify: - that the Other Shareholders are required to transfer all their shares (herein called the “Called Shares”); - the person to whom the Called Shares are to be transfer red; - the consideration payable for the Called Shares which shall, a number of their Shares for each Called Share, be an amount equal to the product price per share offered by the Proposed Buyer for the Seller’s shares; and - the proposed date of transfer of the Called Shares. 7.4 The Drag Along Notice shall lapse if, for any reason, the Sellers have not sold their shares to the Proposed Buyer within twenty (i20) Business Days of serving the total number Drag Along Notice. The Sellers may serve further Drag Along Notices following the lapse of any particular Drag Along Notice. 7.5 Completion of sale of the Called Shares shall take place on the Completion Date. Completion Date means the date proposed for completion of the sale of the Sellers' Shares unless: - All of the Holder of Called Shares and the Sellers agree otherwise in which case the Completion Date shall be the date agreed in writing by all of the Holder of Called Shares and the Sellers; or - that date is less than thirty (30) Business Days after the date on which the Drag Along Notice is served, in which case the Completion Date shall be seven (7) Business Days after service of the Drag Along Notice. 7.6 Within twenty (20) Business Days of the Sellers serving a Drag Along Notice on the Holder of Called Shares, the Holder of Called Shares shall deliver transfer forms for the Called Shares, together with the relevant share certificates to be held in escrow by a third party as mutually agreed upon by the Parties (herein called the “Third Party”). On the Completion Date, the Third Party, shall pay the Holder of Called Shares, on behalf of the Proposed Buyer, the amounts they are due for their shares to the extent that the Proposed Buyer has put the Third Party in the requisite funds. The Third Party shall hold the amounts due to the Holder of Called Shares in escrow for the Holder of Called Shares without any obligation to pay interest. 7.7 To the extent that the Proposed Buyer has not, on the Completion Date, put the Third Party in funds to pay the consideration due, the Third Party shall be entitled to the return of the transfer forms and share certificates for the relevant Called Shares to the Holder of Called Shares and the holder of the Called Shares shall have no further rights or obligations under this clause in respect of their shares. 7.8 If any holder of the Called Shares does not, on completion of the sale of the Called Shares, execute transfer /s in respect of all of the Called Shares held by such Drag-Along Party (orit, in the case defaulting holder of the GS Syndicatees onlyCalled Shares shall be deemed to have irrevocably appointed any person nominated for the purpose by the Sellers to be his agent and attorney to execute all necessary transfer /s on his behalf, against receipt by the Third Party of the consideration payable for the Called Shares, to deliver such transfer/s to the Proposed Buyer (or as they may direct) as the holder thereof. After the Proposed Buyer has been registered as the holder, the relevant Majority Sponsor’s Aggregation Pro Rata Share validity of the total number of Shares held such proceedings shall not be questioned by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by any such Majority Sponsorperson. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.

Drag Along. If, prior to the closing date of the IPO, LLC or the Company shall propose to sell or convey 75% or more of its shares of the Company's Common Stock and Convertible Securities (acalculated on an as-converted basis), or any interest therein, to an Independent Third Party (including, without limitation, a sale of the Company by merger, consolidation, sale of all or substantially all of its assets, sale of all of the Company's outstanding Common Stock and Convertible Securities or otherwise) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer"Approved Sale"), then such Majority Sponsor LLC or the Company shall require its respective Drag-Along Parties give prompt written notice (the "Sale Notice") to Sell, at the same economic Holders setting forth the terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Saletransfer, setting forth including the name and address identity of the purchaser (other than in the event of a Public Sale)Independent Third Party, the number of Shares shares of the Company's Common Stock and Convertible Securities to be Sold by each transferred, the per share price to be paid for the shares of the Majority Sponsor Company's Common Stock and Convertible Securities to be transferred and the Drag-Along Party, the amount type and form nature of the consideration, and all other material terms and conditions offered by the purchaser (other than consideration to be received therefor. By so indicating in the event of a Public Sale). Upon delivery of a Drag-Along Sale Notice, the relevant Drag-Along Party LLC shall be required entitled to Sell that number of Shares required require the Holders to be Sold by it pursuant to Section 3.2(a), subject sell to the consummation Independent Third Party in the same transaction their portion of the proposed Sale at the same price Option and Option Shares, on the same terms and conditions as set forth in the Drag-Along Sale Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure ; provided, however, that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.28.01 shall not apply to the sale or conveyance of any Common Stock of the Company pledged by LLC pursuant to the terms of the Stock Pledge Agreement until such time as such Common Stock is no longer pledged thereunder. A Majority Sponsor may agree Without limitation as to the foregoing, the Holders will consent to and raise no objections against the Approved Sale. If the Approved Sale is structured as a merger or consolidation, each Holder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. The Holders will take all necessary and desirable actions in connection with the consummation of any Approved Sale. For purposes of this Section 8.01, an "Independent Third Party" is any Person who, prior to such sale, does not own in excess of 5% of the Company's Common Stock and Convertible Securities in the aggregate on a Fully Diluted Basis, who is not controlling, controlled by or under common control with any such 5% owner of its Drag-Along Parties that the number Company's Common Stock and Convertible Securities in the aggregate and who is not the spouse, ancestor or descendant (by birth or adoption) of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided any such 5% owner of the number of Shares to be Sold by Company's Common Stock and Convertible Securities in the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedaggregate.

Drag Along. 9.3.1 If Investors collectively holding more than 66 2/3% of the total number of Units outstanding (ain such capacity, collectively, the “Dragging Investor”) If desire to Transfer to a Majority Sponsor Third Party (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective a “Drag-Along Parties Purchaser”) in a bona fide arm’s length transaction or a series of related transactions more than 50% of the total number of Units then outstanding (treating any New Securities on an “as converted” basis) on a pro rata basis (based on the percentage of Units held by each such Investor and its Affiliated Funds) and such transfer results in a Change in Control (a “Drag-Along Sale”), each other Investor (including any Dragging Investor that is Transferring less than its pro rata portion of Units, as described below, a “Dragged Investor”) shall, if required by the Dragging Investor in accordance with the provisions of Article 9.3.2, Transfer to Sell, at the Drag-Along Purchaser a pro rata portion of its Units (based on the number of Units proposed to be Transferred by the Dragging Investor stated as a percentage of the total number of Units then held by the Dragging Investor) on the same economic terms and conditions that apply to the Transfer by the Dragging Investor pursuant to the Drag-Along Sale (including purchase price per Unit, purchase price adjustments, form of consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in each case that pertain specifically to itself, provided that (x) if the Drag-Along Sale involves a direct Transfer of Units by the Investors, such representations and warranties shall not be broader in scope than what is customary for a sale transaction of this type and size executed by the Dragging Investor, unless, in the good faith determination of the Dragging Investor, the Drag-Along Sale would not be consummated unless such representations and warranties are included or the terms and conditions of the Drag-Along Sale, taken as a whole, will be more favourable to all of the Investors if such representations and warranties are included, (y) all representations, warranties and indemnities shall be made by the Dragging Investor and the Dragged Investors severally and not jointly and (z) no Investor’s liability shall exceed such Investor’s proceeds from the sale). 9.3.2 The Dragging Investor may require each Dragged Investor to Transfer up to a pro rata portion of its Units to a Drag-Along Purchaser in connection with a Drag-Along Sale by giving written notice to such Majority Sponsor, a number of their Shares equal Dragged Investor no later than 15 Business Days prior to the product of (i) the total number of Shares held by closing date for such Drag-Along Party Sale (ora “Drag-Along Notice”); provided that, if the Dragging Investor requires any Dragged Investor to Transfer a portion of its Units to a Drag-Along Purchaser in connection with a Drag-Along Sale, it shall require each Dragged Investor to transfer its pro rata portion of its Units to such Drag-Along Purchaser. The Drag-Along Notice shall (x) indicate that the case Dragging Investor requires that such Dragged Investor Transfer a pro rata portion of its Units to the Drag-Along Purchaser in connection with the Drag-Along Sale pursuant to the provisions hereof and (y) provide the name of the GS Syndicatees onlyDrag-Along Purchaser, specify the relevant Majority Sponsor’s Aggregation Pro Rata Share number of Units proposed to be Transferred by the Dragging Investor (including as a percentage of the total number of Shares Units then held by the GS SyndicateesDragging Investor) multiplied and describe the principal terms and conditions of the Drag-Along Sale. The Dragging Investor will deliver or cause to be delivered to each Dragged Investor copies of all definitive transaction documents relating to the Drag-Along Sale promptly after the same become available. Each Dragged Investor shall take all actions reasonably necessary, desirable or appropriate to consummate the Drag-Along Sale, as requested by the Dragging Investor, including executing powers of attorney reasonably necessary or appropriate to facilitate closing the Drag-Along Sale, voting its Units in favour of, consenting to and raising no objections to such Drag-Along Sale. If and to the extent the costs and expenses incurred by the Dragging Investor and/or each Dragged Investor in connection with the Drag-Along Sale (iicollectively, “Drag-Along Sale Costs”) a fractionare not reimbursed or paid by the Drag-Along Purchaser, Luxco shall reimburse and/or pay the numerator of which is Drag-Along Sale Costs to the fullest extent permitted by law, provided that the Dragging Investor and each Dragged Investor will be responsible for its pro rata share (based on the number of Shares that the Majority Sponsor proposes Units actually Transferred by it relative to Sell and the denominator of which is the total number of Shares held Units actually Transferred in such Drag-Along Sale) of the Drag-Along Sale Costs to the extent not so paid by the Drag-Along Purchaser or Luxco, and provided further that the engagement by any Dragged Investor of any professional adviser in connection with the Drag-Along Sale, other than legal counsel, shall not be reimbursable. Each Dragged Investor agrees to permit the Dragging Investor to calculate the total Drag-Along Sale Costs and to determine the pro rata participation of such Majority Sponsorcosts, and to deduct such pro rata amounts from any proceeds payable pursuant to Article 9.3.1 above if the Dragged Investors are required to pay any Drag-Along Sale Costs. (b) With respect to any Sale of Shares pursuant to Section 3.2(a)9.3.3 If, the Initiating Majority Sponsor shall deliver a written notice (in connection with a Drag-Along Notice) to each of its respective Sale, the proposed Drag-Along Parties no later than 2 Business Days prior Purchaser desires (for its structuring, tax or other commercial reasons) to the consummation acquire, instead of Units, all of the proposed Saleshares of any Intermediate Holdco or VNU held, setting forth directly or indirectly, by Luxco, then the name and address of Parties agree that the purchaser (other than in the event of a Public Sale), the number of Shares Dragging Investor shall be entitled to be Sold by each of the Majority Sponsor and cause the Drag-Along PartySale to be structured as a sale of the shares of any Intermediate Holdco or VNU, or as a merger, business combination or similar transaction, but only if, as a result, the amount and consideration payable to the Investors (indirectly through the selling entity) is in the form of the consideration, cash or freely marketable securities listed on a major securities exchange only and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in if the Drag-Along Notice. Each relevant Sale results in the complete exit by such Investors of their investment in the Units, and the rights of the Parties described in this Article 9.3 shall apply to such transaction mutatis mutandis so that, upon completion of any such sale of shares to such Drag-Along Party shall Purchaser, or any such merger, business combination or similar transaction, the cash proceeds of such transaction, are distributed promptly to the Dragging Investor and each Dragged Investor in proportion to their Units in any manner consistent with the principles described in Article 10.1.2 below, and provided that such transaction would not reduce in any material respect the post-tax proceeds received by any Investor compared to the post-tax proceeds that would have resulted from the acquisition of Units, as determined by the financial and tax advisers of the Group (i) take all such actions in such manner as may be necessary following reasonable consultation with the financial and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share tax advisers of all Third Party transaction fees and expenses in connection with such Saleeach Investor). (c) No Syndicatee 9.3.4 This Article 9.3 shall Sell terminate following an IPO at the time the Investors collectively cease to hold, directly or indirectly through Luxco or any Shares (other Intermediate Holdco, more than a Sale pursuant Article 3.3, 4.1 or 4.2 50% of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedListed Shares.

Drag Along. (a) If Notwithstanding anything to the contrary set forth in this Agreement, in the event that a Majority Sponsor Shareholder (the Initiating Majority Sponsor"Selling Shareholder") proposes to Sell secures a bona fide offer (the "Acquisition Offer") from any Shares third party (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective the "Drag-Along Parties Acquirer ") to Sell, at purchase all of the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Ordinary Shares held by such Drag-Along Party Selling Shareholder (orand it is hereby clarified that for purposes of this Section 8 it shall also include the holdings of its Permitted Transferees) for immediately available funds, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata at a price per Ordinary Share of at least US$ 23.00 (the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a"Drag Along PPS"), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, Acquirer conditions the amount and form Acquisition Offer on the acquisition of Shareholders Agreement all the consideration, and all other material terms and conditions offered Ordinary Shares held at such time by the purchaser other Shareholder (other than in the event of a Public Sale). Upon delivery of a "Drag-Along NoticeParty" which, for purposes of this Section 8 shall include also the holdings of its Permitted Transferees), the relevant Selling Shareholder shall provide the Drag Along Party with written notice together with a copy of the Acquisition Offer (the "Drag Along Notice") and the Drag Along Party will be required to either (i) sell all of the Ordinary Shares then held by it to the Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a)Acquirer, subject to the consummation of the proposed Sale at the same price and on upon the same terms and conditions as those to which the sale by the Selling Shareholder is subject under the Acquisition Offer, provided that the sale of all the Ordinary Shares of the Selling Shareholder and the Drag Along Party shall be consummated by no later than 90 days following the receipt of the Drag Along Notice and, provided, further, that the Drag Along Party shall not be required to make any representations or warranties, except for customary representations regarding authorization and good and marketable title to the shares being sold; or (ii) provide the Selling Shareholder with written notice (the "Notice Extension") informing the Selling Shareholder that it wishes to receive an Extension (the "Extension"). In the event that an Extension Notice is delivered to the Selling Shareholder, the Drag Along Shareholder shall be required, by no later than three months following the receipt of the Drag Along Notice, to arrange for the sale of all of the Ordinary Shares held by the Selling Shareholder at a price per share that is not lower than the Drag Along PPS, and under terms and conditions that are no less favorable to the Selling Shareholder than those set forth in the Acquisition Offer or (b) acquire, upon the termination of such three month period, the Ordinary Shares then held by the Selling Shareholder, at a price per share equal to the Drag Along PPS and upon terms and conditions no less favorable than those set forth in the Acquisition Offer. The Drag-Along NoticePPS shall be adjusted for share splits, issuance of bonus shares, or combinations of shares. Each relevant Drag-Along Party shall No other adjustments (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (iifor dividend distributions, market conditions or for any other reason) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Salebe made to the Drag Along PPS. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchanged.

Drag Along. Notwithstanding the Right of First Offer/Tag-Along above, if Shareholders holding in the aggregate greater than 50% of the outstanding equity interests in Holdco (a“Requisite Shareholders”) If propose to enter into a Majority Sponsor transaction that would result in (x) the transfer of greater than 50% of the outstanding equity interests in Holdco, or (y) the sale of substantially all of the business of Holdco and its subsidiaries, taken as a whole, whether structured as a sale of equity or assets, merger, consolidation, scheme of arrangement or similar business combination transaction in respect of Holdco or its subsidiaries (a “Sale of Holdco”), such Requisite Shareholders can drag-along all other Shareholders (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-“Drag Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(aRight”), subject to the consummation following restrictions during the first five years following the Closing as set forth below: (i) during the first three years following the Closing, the Drag Along Right may only be exercised by the Requisite Shareholders if the equity valuation in respect of the proposed Sale of Holdco is no less than the equity valuation of Holdco at the time of the closing of the Acquisition. (ii) during the fourth and fifth years following the Closing, the Drag Along Right may only be exercised by Shareholders holding in the aggregate 2/3 or more of the outstanding shares of Holdco. The Drag Along Right shall include customary covenants to vote in favor, participate in, and raise no objection (including waiver of all appraisal rights) in connection with the Sale of Holdco, and to take all necessary or desirable actions as requested by the Requisite Shareholders. The Drag Along Right will be subject to customary requirements, including without limitation, requirements that the dragged party would sell in the same price proportion, and on the same financial terms and conditions applicable to the dragging party. Post-IPO Transfers In the event of an IPO of the Company (or other entity within the Holdco group structure, as set forth applicable), the Shareholders will coordinate and cooperate with each other in all post-IPO sell-down activities in respect of the shares at the time of IPO of the applicable IPO entity. Subject to restrictions in the Dragfinancing documents and lock-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses ups in connection with an IPO, all post-IPO sales shall be made by the Shareholders jointly on a pro-rata basis (to the extent of Shareholders then not subject to any applicable lock-up) until each Shareholder’s equity interest in Holdco is reduced to an amount equal to 30% of the equity interest held by such Sale. Shareholder at the time of the IPO (cas determined on a look-through basis in the event of an IPO of the Company or other entity within the Holdco group structure), following which all Shareholders are then free to sell separately. The timing, price and amount of the post-IPO shares to be sold shall be determined by Shareholders holding a majority of the then outstanding shares, which determination shall then be binding on the rest of the Shareholders. Pre-IPO Distributions If an IPO of the Company (or other entity within the Holdco group structure, as applicable), has not occurred by the fourth anniversary of the Closing, Holdco shall, and the Shareholders shall cause Holdco to, subject to restrictions in the financing documents, available cash, the ongoing capital requirements of the Holdco group and applicable law, distribute at least 75% of the net profits of the Holdco group to the Shareholders. Registration Rights If the Company (or other entity within the Holdco group structure, as applicable) No Syndicatee applies for the listing of its shares on a securities exchange on which registration rights are applicable, the Company (or such other entity, as applicable) shall Sell any Shares enter into a registration rights agreement pursuant to which the Shareholders (other than a Sale pursuant Article 3.3directly or indirectly, 4.1 or 4.2 as applicable) shall have demand (following an IPO), shelf and piggyback registration rights customary for an agreement of this Agreement or an Affiliate Transfer) except in accordance with type and on terms satisfactory to the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedShareholders.

Drag Along. 9.1 If the holders of at least 75% of the Preferred Shares (acalculated on the basis of all Preferred Shares issued and outstanding at that time (on an as-converted to Common Stock basis) If a Majority Sponsor and not per capita) (the Initiating Majority Sponsor“Selling Investors”) proposes requests the initiation of a Trade Sale, all Shareholders will be obliged to Sell any do all things without undue delay as may be necessary and reasonable to permit such Trade Sale. The Selling Investors shall notify the remaining Shareholders on such intended Trade Sale, whereas is applicable by analogy to this notice. Upon request of the Selling Investors, the remaining Shareholders shall simultaneously sell their Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority SponsorAcquirer, a number of their Shares equal to the product of (i) the for total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares consideration sufficient to be Sold by each of allocated per Share in accordance with the Majority Sponsor and the Drag-Along PartyCertificate, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth conditions, which apply between the Selling Investors and the Acquirer (the “Drag Along Right”). The Drag Along Right shall also include the right of the Selling Investors to appoint a reputable investment bank or advisor in relation to the preparation and execution of the Trade Sale. 9.2 Notwithstanding the foregoing, a Shareholder will not be required to comply with Section 9.1 in connection with any proposed Trade Sale (the “Proposed Sale”), unless: 9.2.1 there are no representations, warranties, covenants or indemnities required to be made by such Shareholder in connection with the Proposed Sale other than reasonable and customary representations and warranties given by the Selling Investors; 9.2.2 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 representations and warranties by the respective Shareholder or the Company, if any, relating to the Company’s business, assets and liabilities; 9.2.3 the liability for indemnification, if any, of such Shareholder in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary Proposed Sale and appropriate to ensure that for the Sale is consummated inaccuracy of any representations and (ii) shall bear warranties made by the Company or its proportionate share of all Third Party transaction fees and expenses Shareholders in connection with such Proposed Sale., is several and not joint with any other Person; 9.2.4 liability shall be limited to such Shareholder’s applicable share (c) No Syndicatee shall Sell any Shares (other than a determined based on the respective proceeds payable to each Shareholder in connection with such Proposed Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions Certificate) of this 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 Shareholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Shareholder, the liability for which need not be limited as to such Shareholder; and 9.2.5 if any holders of any Shares 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 Shares will be given the same option. 9.3 Section 3.2. A Majority Sponsor may agree 6 (Right of First Refusal) shall not be applicable in connection with any exercise and execution of its Drag-the Drag Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Drag-Along Party remains unchangedRight.

Drag Along. (a) If In the event that a Majority Sponsor Member has received a bona fide written offer (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective “Drag-Along Parties to Sell, at Offer”) from an unaffiliated third party (the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such “Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share Transferee”) to purchase Units constituting more than 50% of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fractionUnits, the numerator of which is the number of Shares that then the Majority Sponsor proposes Member shall have the right (“Drag-Along Right”) to Sell and require all, but not less than all, of the denominator other Persons holding Units (the “Drag-Along Persons”) to sell the same pro rata portion of which is their Units as the total number Majority Member (determined by reference to the relative Units of Shares held by each such Majority SponsorMember) to the Drag-Along Transferee in accordance with the terms of the Drag-Along Offer. (b) With respect The Majority Member may elect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a exercise its Drag-Along Right by delivering written notice (the “Drag-Along Notice”) to the Drag-Along Persons. The Drag-Along Notice must describe the terms of the proposed Transfer in reasonable detail, including the identity of the Drag-Along Transferee and the proposed closing date. In the event the Majority Member delivers a Drag-Along Notice) Notice to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along PartyPersons, such notice shall constitute an irrevocable obligation of such Persons to sell their applicable Units to the amount Drag-Along Transferee in accordance with the Drag-Along Offer, so long as the purchase and form sale transaction occurs within 90 days after the date of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, . In the relevant event that the Drag-Along Party shall be required Transferee desires to Sell that number of Shares required to be Sold by it effect such Transfer pursuant to a merger, consolidation or other business combination of the Company, the Majority Member shall have the right to cause the Managers and the other Members and Drag-Along Persons to effect such form of Transfer, and take all actions necessary to approve such form of Transfer pursuant to this Section 3.2(a), subject 7.6. The Majority Member shall give the Drag-Along Persons at least ten business days’ notice of the time and place of the closing. (c) Each Drag-Along Person as part of its participation in the Transfer pursuant to the consummation Drag-Along Right shall convey its Units, if required by the form of the proposed Sale transaction, to the Drag-Along Transferee at the same closing, free and clear of all liens, claims and encumbrances and pursuant to such instruments of conveyance and warranties (including warranty of title and absence of encumbrances) as the Drag-Along Transferee shall reasonably request, in exchange for payment in full of the purchase price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Offer, and each Drag-Along Party Person shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale. (c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance enter into agreements with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties Transferee containing the same terms and conditions as those applicable to the Majority Member; provided, however, that the number except with respect to indemnities for breaches of Shares representations related to be Sold by that title to such Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the Majority Sponsor and the relevant Person’s Units, each Drag-Along Party remains unchangedPerson shall only be required to participate pro rata in any indemnity given to the Drag-Along Transferee on the same terms as the Majority Member, subject to a maximum indemnity exposure not to exceed the proceeds of the sale received by such Drag-Along Person. All Members participating in any such transaction shall bear their pro rata share of the reasonable costs of such transaction. Costs incurred by a Member on its own behalf shall not be considered costs of such a transaction and shall be paid solely by such Member.