Common use of Drag Along Clause in Contracts

Drag Along. (a) If at any time after March 13, 2017, there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

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 at any time after March 13, 2017, there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company Voting Shares then in issue, propose to Transfer Securities (“Dragging AHG Shareholders’ Securities”) (other than 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 respect to the merger are converted a Transfer permitted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or Clauses ‎11.1.1 and ‎11.1.3) to a Prospective Buyer (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 (collectivelysuch Prospective Buyer, the “Drag HoldersAlong Purchaser”) approve which would result in such transaction, which is a transaction at arm’s length for an equity valuation Prospective Buyer controlling more than fifty per cent. (50%) of the Company immediately prior to such transaction of not less than US$3,000,000,000, at the request of the Drag HoldersVoting Shares then in issue (a “Required Sale”), then the Dragging AHG Shareholders may deliver a written notice (a “Required Sale Notice”) to each remaining other AHG Shareholder (each, a “Dragged HolderAHG Shareholder” and together, the “Dragged AHG Shareholders”) 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 copied to the Drag-Along SaleCompany, such requiring them to Transfer all of 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 Holder shall AHG Shareholders in writing (acting reasonably) to account for any Mandatory Regulatory Consents to be obligated obtained; 15.2.2 be delivered to purchase all each Dragged AHG Shareholder within ten (10) Business Days of the shares held by Dragging AHG Shareholders and the Drag Holders and other Dragged Holders who has consented to participate in the Drag-Along Sale at the price upon terms offered Purchaser having entered into binding agreements for the Drag-Along Sale. In such event, sale and purchase of 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 Securities proposed to be sold Transferred to the Drag Along Purchaser (“Drag Transaction Documents”); 15.2.3 set out the material terms and conditions of the sale of the Securities by any other such shareholders on the Dragging AHG Shareholders to the Drag Along Purchaser, which shall be no less favorable terms favourable than the bona fide offer within thirty (30) Business days terms and conditions of the request for a Drag-Along Notice issued by Required Sale, including: (a) the number and class of Dragging AHG Shareholders’ Securities; (b) the name and address of the Drag Holders. For Along Purchaser; (c) the avoidance proposed amount and form of doubtconsideration per Security to be paid to the Dragged AHG Shareholders, in all cases any exercise which shall be the same as the amount and form of rights pursuant consideration per Dragging AHG Shareholders’ Security to this Section 9.2 shall constitute a Deemed Liquidation Event under be paid to the Revised M&A. If any Dragged Holder has unilateral veto right to veto against the Drag-Along SaleDragging AHG Shareholders; provided, it is entitled to exercise its veto right to disapprove the Drag-Along Sale. However, that if such Dragged Holder selects not to exercise such veto right, it shall act consideration consists in accordance with this Section 9.2. If the consideration offered is payable part or in securities or property whole of assets other than cash (or evidence of cash indebtednessa “Rollover Alternative”), the Board shall 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 good faith determine order to evaluate the fair market 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 such securities or property in cashMandatory 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 any holder of Preferred Shares that: 15.3.1 each Dragged AHG Shareholder shall have the right to challenge request that any determination by Mandatory Regulatory Consents required in relation to the Board Transfer of fair market value made pursuant hereto, in which case its Drag Along Securities are incorporated into the determination of fair market value relevant transaction documents; 15.3.2 no Dragged AHG Shareholder shall be made by a valuer selected jointly by required to give any indemnities or make any representations and warranties to the Board Drag Along Purchaser (or any other person), except for warranties as to the title to their Drag Along Securities and the challenging parties. The valuer shall prepare a report setting forth the basis of its calculating authority and capacity to sell such fair market value, Drag Along Securities (with such warranties being made severally 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 not jointly); 15.3.3 no Dragged AHG Shareholder shall be borne solely by required to agree to any post-closing undertakings with the challenging holder(s) of Preferred Shares, and Drag Along Purchaser (or 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(sother person), 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) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 Sale, including, without limitation, executing 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 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 all documents (including instruments Dragged AHG Shareholder will be responsible for its pro rata share of transfer) the costs and expenses of the Required Sale and the sale of the Drag Along Securities based on behalf the number of such Dragging AHG Shareholder’s or Dragged Holder. The CEO shall be authorized AHG Shareholder’s Drag Along Securities relative to transfer the Shares aggregate number of each Dragging AHG Shareholders’ Securities and Drag Along Securities held by all Dragging AHG Shareholders and Dragged Holder and AHG Shareholders, to do and carry out all other necessary the extent not paid 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 reimbursed 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements)Purchaser. (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. (a) If at any time after March 13, 2017, there shall be: (i) an offer 9.7.1. In connection with a Sale of a Series by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity 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 Series Majority Class A Ordinary ShareholdersHolders (each such holder, a “Prospective Selling Holder”) to one or more Persons that are not Affiliates of such Series 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 Class A Holders (collectively, the “Drag HoldersProspective Buyer”) approve (the percentage of the Affected Units held by the Prospective Selling Holders which such transactionnumber 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 or otherwise dispose of or exchange Units representing, with respect to such Affected Units held by such holder, the Drag Along Sale Percentage of such Affected Units, which is a transaction at arm’s length for an equity valuation of will first include vested Units and then, after all vested Units have been included, unvested Units, in the Company immediately prior manner and on the terms set forth in this Section 9.7. 9.7.2. If the Prospective Selling Holders elect to such transaction of not less than US$3,000,000,000, at the request of the Drag Holders, then each remaining Shareholder (eachexercise their rights under this Section 9.7, a written notice (the “Dragged HolderDrag Along Notice”) shall sellbe furnished by the Prospective Selling Holders to each other holder of Affected Units. The Drag Along Notice shall set forth the principal terms of the proposed Sale of a Series including the number, transferSeries and Classes of Units to be acquired or exchanged by the Prospective Buyer in the Sale of a Series, convey the number of Units to be acquired or assign its Shares 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 (such sale, transfer, conveyance or assignment pursuant 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. The Prospective Selling Holders shall not be entitled to exercise any rights under this Section 9.29.7 in connection with a Sale of Class C Preferred Units or Class D Preferred Units unless the 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 Prospective Selling Holders consummate the proposed Sale of a Series to which reference is made in the Drag Along Notice, each other holder of Affected Units (each a “Drag-Participating Seller,” and, together with the Prospective Selling Holders, collectively, the “Drag Along SaleSellers”) pursuant toshall be bound and obligated to Sell, exchange or otherwise dispose of Units representing, with respect to such Affected Units held by such holder, the Drag Along Sale Percentage of such Affected Units in the proposed Sale of a Series on the same terms and so as conditions with respect to give effect toeach Unit sold, such offer exchanged or otherwise disposed of (subject to purchase, merger or consolidation, sale or transferSection 9.8), as the Prospective Selling Holders shall Sell, exchange or otherwise dispose of each Unit in the Sale of a Series; provided, however, that, in the case may beof 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. If Notwithstanding any Dragged Holder does not elect to vote, or give its written consent provision contained herein to the Drag-Along Salecontrary, 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 except as provided in the Drag-Along Sale at the price upon terms offered for the Drag-Along Sale. In such eventSection 9.7.1, 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 Units shall have the right to challenge exercise any determination by the Board of fair market value made pursuant hereto, tag along rights contained in which case the determination of fair market value shall be made by a valuer selected jointly by the Board 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. 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply Section 9.6 in connection with the proposed Sale of a Series to which reference is made in the Drag Along Notice. If at the end of the 120th day following the date of the effectiveness of the Drag Along 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 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 the terms and provisions of this Section 9.7 separately complied with, in order to consummate such proposed Sale of a Series pursuant to this Section 9.2, or anything in this Agreement to the contrary notwithstanding9.7. (c) Upon 9.7.4. The foregoing provisions of this Section 9.7 shall expire upon the approval closing of a Drag-Along Sale as described Qualified Public Offering and shall not apply to any Units which have been Sold in this Section 9.2, each Dragged Holder shall grant to the 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 Public 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. (a) If at any time after March 13, 2017, there shall be: (i) Each Member hereby agrees, if requested after the Flip Point by one or more Members holding an offer 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 “Drag Along Seller”), to participate in a bona fide, arm’s length sale for cash (a “Drag Along Sale”) of 100% of the Membership Interests of the Company to any Person that is 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 party hereof to purchase all direct or substantially all indirect affiliation, either through ownership entities (other than public companies) or otherwise (the Shares or voting rights “Drag Along Purchaser”) in the Company;manner and on the terms set forth in this Section 3.03(d). (ii) a merger or consolidation of If the Company with or into another corporation in which the Company is not the surviving entity but the Shares or voting Drag Along Seller elects to exercise its 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 Apolettounder this Section 3.03(d), and Majority Series C Preferred Shareholders a notice (collectively, the “Drag HoldersAlong Notice”) approve such transaction, which is a transaction at arm’s length for an equity valuation of shall be furnished by the Company immediately prior Drag Along Seller to such transaction of not less than US$3,000,000,000, at the request non-Disposing Members. The Drag Along Notice shall set forth the principal terms 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 the purchase price, and the name and address of the Drag Along Purchaser. If the Drag Along Seller proceeds with the Drag Along Purchaser to closing, the non-Disposing Members shall be bound and obligated to purchase sell all the shares held by of their respective Membership Interests to the Drag Holders Along Purchaser on the same terms and other Dragged Holders who has consented to participate in conditions as those under which the Drag-Drag Along Sale Seller sold its Membership Interest. If 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 end of the request for a Drag-sixtieth (60th) day following the effective date of the Drag Along Notice issued by the Drag Holders. For Along Seller has not completed 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-Drag Along Sale, the non-Disposing Members shall be released from their obligations under the Drag Along Notice, the Drag Along Notice shall be null and void, and it is entitled shall be necessary for a new Drag Along Notice to exercise its veto right be furnished and the provisions of this Section 3.03(d) separately complied with in order to disapprove the Drag-consummate any such 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

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 if such Drag-Along 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 (in 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 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 Company to consummate such Drag-along Transaction; (b) if such Drag-along Transaction is a sale of Shares of the Company, to sell the same proportion of Shares of the Company held by such Shareholder as is being sold by the Drag-Along Requestor(s) to the Person(s) to whom the Drag-Along Requestor(s) propose to sell their Shares, and on the same terms and conditions as the Drag-Along Requestor(s); (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 Requestor(s) in order to carry out the terms and provision of this Section 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 respect to the voting of such Shares, unless specifically requested to do so by the acquiror in connection with the Drag-Along Transaction; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time after March 13, 2017, there shall be:with respect to such Drag-Along Transaction; and (if) an offer by a Person that is not an Affiliate of any party hereof if the consideration to purchase all or substantially all be paid in exchange for the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 9.26 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, a “Drag-Along Sale”) pursuant tothe Company may cause to be paid to any such Shareholder in lieu thereof, and so as to give effect toagainst surrender of the Shares which would have otherwise been sold by such Shareholder, 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 an amount in cash equal 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 fair value (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 as determined 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 hereto, in which case the determination of fair market value shall be made by a valuer selected jointly by the Board 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. Up to US$100,000 Company) of the costs of appointing the valuer shall be borne solely by the challenging holder(s) of Preferred Shares, and any amount of securities which 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 Investors Shareholder would otherwise receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) The restrictions on Transfers of Shares set forth the issuance of such securities in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2, or anything exchange for the Shares. Notwithstanding any provision in this Agreement and the Amended M&A to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this including without limitation Section 9.27.1), each Dragged Holder shall grant to the CEOextent permitted by applicable laws, 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 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 Transaction 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 Drag Holders, each Drag Holder proceeds of transactions contemplated under this Section 6 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 be distributed pursuant to Section 7.3. The Company shall use all reasonable efforts to cause all Members to be subject 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by obligations set forth in this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.6.

Drag Along. If the Preferred Majority Holders (athe “Drag-Along Requestors”) If at any time after March 13consent to a bona fide transaction or a series of related transactions in which a Person, 2017or a group of related Persons (collectively the “Drag-Along Purchaser”), there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase directly or indirectly acquires all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with equity or into another corporation in which the Company is not the surviving entity but the Shares or voting rights assets and undertakings of the Company outstanding immediately prior to Group that values the merger are converted by virtue of Group at least US$3.20 billion (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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 SaleTransaction”) 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 SaleRequestors shall have the right to require all other Shareholders, and any of such Shareholders shall have the obligations: (a) if such Drag-Along Transaction requires shareholder approval, with respect to all Shares that such Shareholder owns or over which such Shareholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Dragged Holder shall Drag-Along Transaction (together with any related amendment to the 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 obligated expected to purchase all delay or impair the shares ability of the Company to consummate such Drag-Along Transaction; (b) if such Drag-Along Transaction is a sale of Shares of the Company, to sell the same proportion of Shares of the Company held by the Drag Holders and other Dragged Holders who has consented to participate in such Shareholder as is being sold by the Drag-Along Sale at Requestors to the price upon terms offered for Person(s) to whom the Drag-Along Sale. In such event, the Dragged Holders who do not wish Requestors propose to sell their shares shall make a matching offer to purchase from all other relevant shareholders Shares, and on the shares proposed to be sold by any other such shareholders same date and on no less favorable the same terms than and conditions as the bona fide offer within thirty Drag- Along Requestors (30) Business days of the request for a Drag-Along Notice issued by the Drag Holders. For the avoidance of doubt, in if such Shareholder is a Series G RMB Investor, such Series G RMB Investor shall promptly comply with all cases any exercise of rights pursuant instructions from the Group Companies 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 implement 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 SaleTransaction, including, without limitation, executing 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 documents (including instruments related documentation and take such other action in support 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 SaleTransaction 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, includingincluding without limitation executing and delivering instruments of conveyance and transfer, without limitationand any purchase agreement, executing 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 and all 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 instruments without limitation the liability for indemnification, if any) of transferssuch Shareholder in the Drag-Along 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 Transaction); and to procure the Company to (and the Company shall) on behalf make proper entries in the register of each Dragged Holder.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) In not to deposit, and to cause their Affiliates (except for the Persons who Control such Shareholder) 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 respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Drag-Along Sale approved by the Drag Holders, each Drag Holder shall severally, not jointly, join on a pro rata basis Transaction; (based on the relative proceeds received in such transactione) in to refrain from exercising any indemnification obligations that are part dissenters’ rights or rights of the terms and conditions of appraisal under Applicable Law at any time with respect to such Drag-Along Sale but only up Transaction; and (f) if the consideration to be paid in exchange for the net proceeds paid 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 Drag Holder. Without limiting the foregoing sentence, no such Drag Holder who is not an employee, officer securities or controlling shareholder of any Person as a Group Company shall be required to make any representations broker or warranties other than dealer or agent with respect to itself such securities or (including due authorizationy) 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, title the Company may cause to shares and enforceability of applicable agreements). (e) For the avoidance of doubtbe paid to any such Shareholder in lieu thereof, any assignee or transferee who acquires any Share against surrender of the Company shall be bound Shares which would have otherwise been sold by this Section 9.2 such Shareholder, an amount in cash equal to the fair value (as if they were a Party hereunder, determined in good faith by delivering and executing an Adherence Agreement the unanimous consent of all members of Board) of the securities which such Shareholder would otherwise receive as provided of the date of the issuance of such securities in Exhibit B.exchange for the Shares.

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 ("Selling Shareholder") wish to transfer all (but not some only) of its Shares ("Sellers' Shares") (and Shareholder Loans if applicable) to a bona fide purchaser on arm's length terms ("Proposed Buyer"), the Selling Shareholder may require the other Shareholder ("Called Shareholder") to sell and transfer all its shares ("Called Shares") (and Shareholder Loans if applicable) to the Proposed Buyer (or as the Proposed Buyer directs) in accordance with the provisions of this clause 18 ("Drag Along Option"). 18.2 Subject to clause 18.1, the Selling Shareholder may exercise the Drag Along Option at any time after March 13, 2017, there the third anniversary of the Completion Date and shall beonly be exercised by the Shareholder wishing to exercise its option giving written notice to that effect to the Called Shareholder ("Drag Along Notice"). The Drag Along Notice shall specify: (ia) an offer by a Person that the Called Shareholder is not an Affiliate of any party hereof required to purchase transfer all or substantially all the its Called Shares or voting rights in the Company(and Shareholder Loans if applicable) pursuant to this clause 18; (iib) 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 merger 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 “Drag Holders”) approve such transactiondate, which is a transaction at arm’s length for an equity valuation of the Company immediately prior to such transaction of not no less than US$3,000,000,000, at five and no more than forty five (45) Business Days after the request date of the Drag HoldersAlong Notice, then each remaining on which completion is to take place. 18.3 Where a Drag Along Option is exercised the Selling 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 transfershall, as the case may be. If any Dragged Holder does not elect to vote, or give its written consent a condition precedent 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 transfer of the request for a Drag-Along Notice issued by Called Shares to the Drag HoldersProposed Buyer, pay or procure the payment of the Shortfall to the Called Shareholder in addition to the Offer Price. For the avoidance of doubtdoubt if a Drag Along Option is exercised after the ninth anniversary of Completion the provisions of this Clause shall not apply. 18.4 Once issued, in all cases any exercise of rights pursuant to this Section 9.2 a Drag Along Notice 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 Salebe irrevocable. However, if such Dragged Holder selects not to exercise such veto righta Drag Along Notice shall lapse if, 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)for any reason, the Board shall in good faith determine Selling Shareholder has not entered into a definitive agreement to sell the fair market value Sellers' Shares to the Proposed Buyer within forty five (45) Business Days of serving the Drag Along Notice. The Selling Shareholders may serve further Drag Along Notices following the lapse 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 hereto, in which case the determination of fair market value shall be made by a valuer selected jointly by the Board 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. 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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 hereofparticular Drag Along Notice. (b) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. (a) If Without limiting any rights granted under the Marquee Stockholders Agreement, at any time after March 13, 2017, there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Shares or voting rights of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other propertyIPO Date, 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 Investors (which for purposes of this Section 3 shall include Apoletto), and any Permitted Transferee of any Investor) constituting a Requisite Stockholder Majority Series C Preferred Shareholders (collectively, the “Drag HoldersDrag-Along Sellers”) approve may require each Management Stockholder to include Restricted Shares (including Restricted Shares issuable upon exercise of Vested Options held by such transaction, which is Management Stockholder and including Restricted Shares issuable upon exercise of Employee Options that vest as a transaction at arm’s length for an equity valuation result of the Company immediately prior to such transaction of not less than US$3,000,000,000, at the request consummation of the Drag Holders, Exit Sale) in any Company Sale pursuant to which the Drag-Along Sellers are Transferring at least 90% of the Shares then each remaining Shareholder held by the Drag-Along Sellers for consideration consisting of cash and cash equivalents (each, a an “Dragged HolderExit Sale”) shall sell, transfer, convey or assign its Shares to an Independent Third Party (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along SaleTransferee”) in a bona fide arm’s length transaction or series of transactions (including pursuant toto a stock sale, and so as to give effect toasset sale, such offer to purchaserecapitalization, tender offer, merger or consolidation, sale other business combination transaction or transfer, as otherwise) at the case may be. If any Dragged Holder does not elect to vote, or give its written consent purchase price and upon the terms and subject to the Drag-Along Sale, such Dragged Holder conditions of the Exit Sale (all of which shall be obligated to purchase all the shares held by the Drag Holders and other Dragged Holders who has consented to participate set forth in the Drag-Along Notice). 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 at with respect to all Shares owned by such Management Stockholder, as necessary or desirable to authorize, approve and adopt the price upon terms offered 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 Sale. In such event, Sellers shall be subject to 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 sole discretion 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 SaleSellers, 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 who shall act in accordance have no liability or obligation whatsoever (other than compliance with this Section 9.2. If the consideration offered is payable 3) to any Management Stockholder participating therein in securities or property other than cash (or evidence connection with such Management Stockholder’s Transfer 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) The restrictions on Transfers of Shares rights set forth in Sections 10.1, 4.2 and 5 Section 3(a) shall not apply in connection with a sale pursuant to this Section 9.2, or anything in this Agreement be exercised by the Drag-Along Sellers giving written notice (the “Drag-Along Notice”) to the contrary notwithstandingCompany, 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) Upon All Transfers of Shares to the approval Exit Sale Transferee pursuant to this Section 3 shall 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 Sale as 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 9.23 are to provide any indemnification or otherwise assume any other post-closing liabilities, each Dragged Holder shall grant to the 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 SaleSellers and all Management Stockholders and other Investors selling Shares in a transaction described under this 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, without limitationbut not limited to, executing 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 (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 reasonably requested in connection with such sale (as specified in the Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfersNotice) on behalf of each Dragged Holderin connection with this Section 3. (d) In any If at the end of the 90th day after the Company’s receipt of the Drag-Along Sale approved by Notice, the Drag HoldersDrag-Along Sellers have not completed the proposed Transfer, each Drag Holder the Drag-Along Notice shall severallybe null and void, not jointlyand it shall be necessary for a separate Drag-Along Notice to be delivered, join on a pro rata basis (based on the relative proceeds received in such transaction) in any indemnification obligations that are part of and the terms and conditions provisions of this Section 3 separately complied with, in order to consummate such Transfer pursuant to this Section 3; provided, that such 90 day time period may be extended at the option of the Drag-Along Sale but only up Sellers for a reasonable period of time not to exceed an additional 90 days to the net proceeds paid extent that the failure to such Drag Holder. Without limiting complete the foregoing sentence, no such Drag Holder who proposed Transfer is not an employee, officer or controlling shareholder of a Group Company shall be required cause by the failure to make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements)obtain the necessary Governmental Approvals. (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. (a) If at any time after March 13Each Member shall, 2017if requested by another Member who wishes to accept a third party offer for its Shares (“Drag Along Sellers”), there shall be: participate in a Transfer (ia “Drag Along Sale”) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially all of the Shares or voting and rights in the Company; (ii) a merger or consolidation to Shares owned by each Member and its Affiliates to any Person not Affiliated with any 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 Drag Along Sellers (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 “Drag HoldersAlong Buyer”) approve such transactionin the manner and on the terms set forth in this Section 7; provided, which is however, that the Drag Along Sellers and their Affiliates must collectively hold, on a transaction fully diluted basis, at arm’s length for an equity valuation least 50% of the Company immediately prior outstanding Shares in order to such transaction of not less than US$3,000,000,000, at the make a request of the to cause a Drag Holders, then each remaining Shareholder (each, a “Dragged Holder”) shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment Along Sale 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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 hereof7. (b) If the Drag Along Sellers elect to 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 restrictions on Transfers of Shares Drag Along Notice shall set forth the principal terms of the Drag Along Sale, the purchase price and the name and address of the Drag Along Buyer. If the Drag Along Sellers consummate the sale referred to in Sections 10.1the Drag Along Notice, 4.2 the Member shall be bound and 5 obligated to sell all of the Shares and rights to acquire Shares held by it and its Affiliates in the Drag Along Sale on the same terms and conditions. If at the 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 not apply be released from its obligations 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 have been furnished and the terms and provisions of this Section 7 separately complied with, in connection with a sale order to consummate such Drag Along Sale pursuant to this Section 9.27, or anything unless the failure to complete such sale resulted from any failure by the Member to comply in this Agreement to any material respect with the contrary notwithstanding. (c) Upon the approval terms of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 Holder7. (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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. 13.1 After going through the pre-emption procedure set out in Clause 11, if a Shareholder (athe “Selling Shareholder”) If at wishes to transfer all its Shares to any time after March 13, 2017, there shall be: (i) an offer by a Person that person who is not an Affiliate of any party hereof a Shareholder (“a Third Party”) then the Selling Shareholder shall have the option (“a Drag-along Option”) to purchase require the other Shareholder (“the Called Shareholder”) to transfer all or substantially all the its Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Shares or voting rights of the Company outstanding immediately prior to the merger are converted Third Party or as the Third Party sh;ll direct at a price per Share and on terms and conditions, including as evidenced by virtue of ancillary agreements or arrangements such as non-competition or consultancy arrangements (“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 Terms 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 ApolettoConditions”), and Majority Series C Preferred Shareholders (collectively, the “Drag Holders”) approve such transaction, which is a transaction no less favourable than the price per Share at arm’s length for an equity valuation of which the 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 Selling Shareholder (each, a “Dragged Holder”) shall sell, transfer, convey or assign is selling 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 Shares. 13.2 The Selling Shareholder may be. If any Dragged Holder does not elect to vote, or give its written consent to exercise the Drag-Along Salealong Option by giving written notice (“a Drag-along Notice”) to the Called Shareholder specifying that the Called Shareholder is required to transfer its Shares, such Dragged Holder 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 obligated irrevocable save that it shall lapse if for any reason the Selling Shareholder does not transfer all of its Shares 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 Third Party within thirty (30) Business days Days of the request giving of such notice. 13.4 Upon exercise of the Drag-along Option, the Called Shareholder shall be bound to sell its Shares for the price and terms and Conditions specified in the Drag-along Notice to the Third Party. 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 Notice; and 13.4.2 the date so specified by the Selling Shareholder shall be the same date as the date proposed for completion of the sale of the Selling Shareholder’s Shares unless the Called Shareholder and the Selling Shareholder agree otherwise. 13.5 For the period of time that a Drag-Along along Notice issued by is served until completion of the Drag Holders. For sale of the avoidance of doubt, Called Shareholder’s Shares 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 accordance with the Drag-Along Salealong Option (or, it is entitled to exercise its veto right to disapprove if earlier, the lapsing of the Drag-Along Sale. However, if such Dragged Holder selects not along Option) the Called Shareholder shall use its best efforts to exercise such veto right, procure that it shall act in accordance with this Section 9.2. If the consideration offered is payable in securities as a Shareholder, or property its directors and all 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 right to 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 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 persons shall, in the absence of manifest error, be final and conclusive. Up take all action necessary or desirable (including as it relates to US$100,000 any votes at a meeting of the costs of appointing Company or the valuer shall be borne solely by the challenging holder(sBoard) 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar order 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) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 Sale, including, without limitation, executing effect 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound actions contemplated by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.Clause 13.

Drag Along. 3.4.1. In connection with the good faith Sale by the Sponsors (aeach such holder, a “Prospective Selling Holder’) If at any time after March 13, 2017, there shall be: (i) on an offer by a Person that is arm’s-length basis to one or more Persons which are not an Affiliate Affiliates of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity 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 such Sponsors (collectively, the “Drag HoldersProspective Buyer”) approve of a number of Shares such transactionthat, which is a transaction at arm’s length for an equity valuation of the Company immediately prior after giving effect to such transaction Transfer (including the Transfer of not less than US$3,000,000,000, at the request Shares by other Holders 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 9.23.4), 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 provisions of Section 3.4.4, to Sell Shares representing, with respect to each Class of Shares held by such holder, the Drag Along Sale Percentage of such Shares, in the 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 proposed Sale including the number of Shares to be acquired by the Prospective Buyer in the Sale, the number of Shares to be 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 offered to be received in the proposed Sale and the name and address of the Prospective Buyer. 3.4.3. If the Prospective Selling Holders consummate the proposed Sale to which reference is payable made in securities or property the Drag Along Notice, each other than cash Holder of Shares (or evidence each a “Participating Seller”, and, together with the Prospective Selling Holders, collectively, the “Drag Along Sellers”) shall be bound and obligated to Sell Shares representing, with respect to the Shares held by such holder, the Drag Along Sale Percentage of cash indebtednesssuch Shares in the proposed Sale on the same terms and conditions with respect to each Share Sold (subject to Section 3.5), as the Board Prospective Selling Holders shall Sell each Share in good faith determine the fair market value Sale. No Holder of any such securities or property in cash, provided that any holder of Preferred Shares shall have the right to challenge exercise any determination by the Board rights 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole first refusal or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration tag along 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) The restrictions on Transfers of Shares set forth contained in Sections 10.1, 4.2 and 5 shall not apply 3.1 or 3.3 in connection with the proposed Sale to which reference is made in the Drag Along Notice. If 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 sale 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 9.23.4. 3.4.4. Notwithstanding the foregoing, or anything in this Agreement the Sponsors shall not have any right to require (a) a Holder of Shares to Sell any such Shares pursuant to the contrary notwithstanding. provisions of this Section 3.4 with respect to any Sale of Shares to any Affiliate of the Sponsors or (cb) Upon any Other Investor to Sell any Shares pursuant to the approval provisions of a Dragthis Section 3.4 if the consideration to be received for such Shares in the Sale includes securities or other non-Along Sale as described cash consideration other than (i) Marketable Securities or (ii) 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 9.2, each Dragged Holder 3.4 which shall grant apply to the 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 Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf sale of such Dragged Holdersecurities from and after the consummation of the Sale in which such securities are received. 3.4.5. The CEO foregoing provisions of this Section 3.4 shall be authorized to transfer expire upon 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 closing of a Group Company Qualified Initial Public Offering and shall be required not apply to make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements)Shares which have been Sold in a Public Sale. (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. (a) If at any time after March 13, 2017, there shall be: (i) an offer 9.9.1. In connection with the Sale by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity 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 ShareholdersHolders (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 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 Class A Holders (collectively, the “Drag HoldersProspective Buyer”) approve such transactionof a number of Shares representing, which is a transaction at arm’s length for an equity valuation together with the other Shares to be sold after exercise of the Company immediately prior to such transaction of not less than US$3,000,000,000, at the request 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 (the 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 HoldersAlong Sale Percentage”), then each remaining Shareholder (eachholder 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 holder, the Drag Along Sale Percentage of such Class of Shares, in the manner and on the terms set forth in this Section 9.9. 9.9.2. If the Prospective Selling Holders elect to exercise their rights under this Section 9.9, a written notice (the “Dragged HolderDrag Along Notice”) shall sellbe furnished by the Prospective Selling Holders to each other holder of Shares. The Drag Along Notice shall set forth the principal terms of the proposed Sale including the number and Classes of Shares to be acquired by the Prospective Buyer in the Sale, transferthe number of Shares to be acquired from the Prospective Selling Holders, convey or assign its 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 a formula including variables which cannot be precisely determined until closing) and the name of the Prospective Buyer. 9.9.3. If the Prospective Selling Holders consummate the proposed Sale to which reference is made in the Drag Along Notice, each other holder of Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, each a “Drag-Participating Seller”, and, together with the Prospective Selling Holders, collectively, the “Drag Along SaleSellers”) pursuant toshall be bound and obligated to Sell Shares representing, with respect to each Class of Shares held by such holder, the Drag Along Sale Percentage of such Class of Shares in the proposed Sale on the same terms and so as conditions with respect to give effect to, such offer each Share sold (subject to purchase, merger or consolidation, sale or transferSection 9.10), as the case may beProspective Selling Holders shall Sell each Share in the Sale. If Notwithstanding any Dragged Holder does not elect to vote, or give its written consent provision contained herein to the Drag-Along Salecontrary, 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 except as provided in the Drag-Along Sale at the price upon terms offered for the Drag-Along Sale. In such eventSection 9.9.1, 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 right to challenge exercise any determination by the Board rights 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole first offer or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration tag along 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) The restrictions on Transfers of Shares set forth contained in Sections 10.1, 4.2 and 5 shall not apply 9.7 or 9.8 in connection with the proposed Sale to which reference is made in the Drag Along Notice. If 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 sale separate Drag Along Notice to be furnished and the terms and provisions of this Section 9.9 separately complied with, in order to consummate such proposed Sale pursuant to this Section 9.29.9. 9.9.4. Notwithstanding the foregoing, or anything in this Agreement the Majority Class A Holders shall not have any right to exercise any rights pursuant to the contrary notwithstanding. (c) Upon the approval provisions of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 make any representations or warranties other than 9.9 with respect to itself (including due authorization, title any Sale of Shares to shares and enforceability any Affiliate of applicable agreements)the Majority Class A Holders. (e) For the avoidance 9.9.5. The foregoing provisions of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were 9.9 shall expire upon the closing of a Party hereunder, by delivering Qualified Public Offering and executing an Adherence Agreement as provided shall not apply to any Shares which have been Sold in Exhibit B.a Public Sale.

Drag Along. (a) 4.1 If at any time after March 13, 2017, there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof the Forcing Sellers intend to purchase all or substantially sell all the Forcing Sellers’ Shares or voting rights in the Company; (ii) to a merger 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) Proposed Purchaser who has made 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 “Drag Holders”) approve such transaction, which is a transaction at bona fide offer on arm’s length terms for an equity valuation the entire issued share capital of the 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 eventCompany, 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 Forcing Sellers shall have the right to challenge any determination by give to the Board of fair market value made pursuant hereto, in which case Company a Drag along Notice that the determination of fair market value shall be made by a valuer selected jointly by Forcing Sellers intend to sell the Board 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. 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 Forcing Sellers’ Shares and the Company. The valuer shall act as expert Drag along Notice will include details of: (a) the number and not as an arbitrator. If the acquiring party is a privately-held entity and the Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those class of the Series A-1 Preferred Forcing Sellers’ 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) The restrictions on Transfers the identity of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2, or anything in this Agreement to the contrary notwithstanding.Proposed Purchaser; (c) Upon the approval proposed price to be paid by the Proposed Purchaser, for each of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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.Forcing Sellers’ Shares; (d) In any Drag-Along Sale approved 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 all the other members for their shares. 4.2 The Board shall promptly send the Drag along Notice to each of the Other Members and require each of them to sell to the 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 Company referred to in the Drag along Notice at the highest price proposed to be paid for a Forcing Sellers’ Share to be sold to the Proposed Purchaser on Drag Completion by the Drag Holders, each Drag Holder shall severally, not jointly, join on a pro rata basis (based Forcing Sellers and on the relative proceeds received terms set out 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 along Notice. 4.4 No member shall be required to make comply with a Drag along Notice unless the Forcing Sellers shall sell the Forcing Sellers’ Shares to the Proposed Purchaser on Drag Completion, subject at all times to the Forcing Sellers being able to withdraw the Drag along Notice at any representations or warranties other than with respect time prior to itself (including due authorization, title Drag Completion by giving notice to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company to that effect, whereupon each Drag along Notice shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.cease to have effect.

Drag Along. 7.1 In connection with a Drag Event, TopCo shall have the right (a) If at any time after March 13, 2017, there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 SaleRight”) pursuant to, and so as to give effect to, such offer require the MIP Shareholders 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 sell all the shares Limited Voting 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 MIP Shareholders (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 as exchanged 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$100,000 of the costs of appointing the valuer shall be borne solely by the challenging holder(sClause 2) 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 the “Drag Shares”) to the Third Party Purchaser at the same price and on the relative proceeds received same terms and conditions as the Drag Event in such transaction) 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 indemnification obligations that are part Exchange Right, a written notice of the exercise of their Drag-Along Right containing details of the terms and conditions of such the offer and the transfer price (the “Drag-Along Sale but only up 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 net proceeds paid to 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, failing which 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 MIP Shareholder shall be required deemed to make any representations have served a Drag-Along Acceptance Notice; and (c) if the MIP Shareholders serve or warranties other than are deemed to have served a Drag-Along Acceptance Notice, then, subject to this Clause 7, they shall sell the Drag Shares to the Third Party Purchaser at the same price and on the same terms and conditions as the Drag Event, concurrently with respect to itself (including due authorization, title to shares and enforceability the consummation of applicable agreements)the Drag Event. (e) For the avoidance of doubt, any assignee or transferee who acquires any Share 7.3 At completion of the Company 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 bound several only and shall be determined by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.reference to their respective proportions of sale.

Drag Along. Right. ----------------- (aA) If at a Holder or a group of Holders owning Common Stock representing sixty percent (60%) or more of the total amount of the outstanding Common Stock plus In the Money Warrants, proposes to transfer all their Common Stock to any time after March 13, 2017, there shall be: (i) an offer by a Person that third party who is not a Holder or an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 Holder (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”Group") pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as then the case may be. If any Dragged Holder does not elect to vote, or give its written consent to the Drag-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 Group shall have the right to challenge require all other Holders (the "Compelled Holders") to sell to the third party all of their Capital ------------------ Stock notwithstanding any determination 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 acquisition of seventy-five percent (75%) or more of all outstanding Common Stock and all In the Money Warrants, and (ii) a Holder or a group of Holders owning Common Stock representing seventy-five percent (75%) or more of the outstanding Common Stock plus In the Money Warrants proposes to accept such Third Party Offer (again, each a "Drag-Along Group"); 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's Notice pursuant to Section 3(b) which would otherwise be applicable. For purposes of this Section 3(b)(x), "In the Money ------------ Warrants" shall refer to Warrants having a strike price less than the -------- per share price at which the 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 Board 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 fair market value made 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 heretothereto 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 case must be cash in lawful money of the determination United States) and terms and conditions of fair market value 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 by a valuer selected jointly by against delivery of immediately available funds payable to such Compelled Holders; and (III) that the Board 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. Up to US$100,000 third party has been informed of the costs of appointing "Drag-Along Right" provided for in ---------------- this Section 3(b)(x) and has agreed to purchase all outstanding Capital Stock in accordance with 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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 terms hereof. (b) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (cE) Upon the approval giving of a the Transferor Drag-Along Sale as described in this Section 9.2Notice, each Dragged Compelled Holder shall grant be entitled and obligated to sell to the CEOthird party all of his, a power of attorney to transfer her, or its Shares and to do and carry out all other necessary or advisable acts to complete Capital Stock on the Drag-Along SaleThird Party Terms or his, includingher, without limitationor its Applicable Percentage of outstanding Common Stock and In-the-Money Warrants, executing any and all documents (including instruments of transfer) on behalf of such Dragged Holder. The CEO shall be authorized to transfer whichever the Shares of each Dragged Holder and to do and carry out all other necessary or advisable acts to complete case may be; provided, however, that neither the Drag-Along Sale, including, without limitation, executing Group nor any and Compelled Holder shall consummate the sale of any Capital Stock owned by it unless the third party purchases all documents (including instruments of transfers) on behalf of each Dragged Holder. (d) In any the Capital Stock described in the Transferor Drag-Along Sale approved Notice. 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 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 Group and all Compelled Holders 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 third party shall be required to make any representations or warranties other than with respect to itself (including due authorization, title to shares null and enforceability void and of applicable agreements)no effect whatsoever. (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. Notwithstanding anything to the contrary set forth in this Agreement, in the event that a Shareholder (athe "Selling Shareholder") If secures a bona fide offer (the "Acquisition Offer") from any third party (the "Drag-Along Acquirer ") to purchase all of the Ordinary Shares held by such Selling Shareholder (and 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, at any a price per Ordinary Share of at least US$ 23.00 (the "Drag Along PPS"), and the Drag-Along Acquirer conditions the Acquisition Offer on the acquisition of all the Ordinary Shares held at such time after March 13by the other Shareholder (the "Drag-Along Party" which, 2017for purposes of this Section 8 shall include also the holdings of its Permitted Transferees), there the Selling Shareholder shall be: 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) an offer by a Person that is not an Affiliate of any party hereof to purchase sell all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Ordinary Shares or voting rights of the Company outstanding immediately prior to the merger are converted then held 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 it to the Drag-Along SaleAcquirer, such Dragged Holder shall be obligated at the same price and upon the same terms and conditions as those to purchase all which the shares held sale 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 Selling Shareholder is subject 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 cashAcquisition Offer, provided that any holder the sale of Preferred all the Ordinary Shares shall have of the right to challenge any determination by Selling Shareholder and the Board of fair market value made pursuant hereto, in which case the determination of fair market value Drag Along Party shall be made consummated by a valuer selected jointly by no later than 90 days following the Board 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. Up to US$100,000 receipt of the costs of appointing Drag Along Notice and, provided, further, that 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 Drag Along Party shall not apply in connection with a sale pursuant to this Section 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 make any representations or warranties other than with respect to itself (including due authorizationwarranties, except for customary representations regarding authorization and good and marketable title to the shares and enforceability of applicable agreementsbeing 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"). (e) For . In the avoidance of doubtevent that an Extension Notice is delivered to the Selling Shareholder, any assignee or transferee who acquires any Share the Drag Along Shareholder shall be required, by no later than three months following the receipt of the Company 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 PPS shall be bound by this Section 9.2 as if they were a Party hereunderadjusted for share splits, by delivering and executing an Adherence Agreement as provided in Exhibit B.issuance of bonus shares, or combinations of shares. No other adjustments (for dividend distributions, market conditions or for any other reason) shall be made to the Drag Along PPS.

Drag Along. (a) If at any time after March 13, 2017, there shall be: (i) an offer by Subject to the right of the Remaining Shareholder under Clause 18.6.3(i) to exercise its right of first refusal, if a Person that is not an Affiliate of Melco Shareholder accepts a Third Party Offer and, as a result, the Offeror (together with any party hereof to purchase person acting in concert with it) will acquire all or substantially all a portion of the Shares or voting rights in held by the Company; (ii) a merger or consolidation Melco Shareholders, then within 15 Business Days of the Company with or into another corporation in date on which a Melco Shareholder accepts 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 (eachThird Party Offer, a “Dragged Holder”) shall sell, transfer, convey or assign its Shares Melco Shareholder may serve a written notice (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along Salealong Notice”) pursuant to, on each CPZ Shareholder requiring it to sell to the Offeror the Relevant Proportion of its Shares and so 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 give effect to, such offer to purchase, merger or consolidation, sale or transfer, as each CPZ Shareholder (the case may be. If any Dragged Holder does not elect to vote, or give its written consent to “Drag-along Debt” together with the Drag-Along Salealong Shares, 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 along Assets”) on no less favorable favourable terms and conditions 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 Third Party Offer except that any holder of Preferred Shares each CPZ Shareholder shall have the right to challenge request the addition of any determination by necessary Permitted Regulatory Conditions, or adjustments to any existing Permitted Regulatory Conditions, but only to the Board of fair market value made pursuant hereto, in which case extent necessary to be able to complete the determination of fair market value shall be made by a valuer selected jointly by the Board 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. Up to US$100,000 transfer 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 privatelyDrag-held entity and the Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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 hereofalong Assets. (bii) The restrictions on Transfers Completion of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale any transfer pursuant to this Section 9.2Clause 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, or anything in this Agreement to the contrary notwithstanding. (c) Upon Offeror shall transfer the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the CEO, a power of attorney to transfer its Shares and to do and carry out all other necessary or advisable acts to complete purchase price for the Drag-Along Salealong Assets to the Company and each CPZ Shareholder shall deliver duly executed transfer forms for the Drag-along Shares, includingtogether with the relevant certificates, to the Company and duly executed instruments for assignment of the Drag-along Debt. 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 limitationany obligation to pay interest. If any CPZ Shareholder fails to deliver a duly executed transfer form for its Drag-along Shares and duly executed instruments for assignment of the Drag-along Debt to the Company by completion of the transfer of the Transfer Assets, executing the Directors shall authorise any Director to transfer such Drag-along Shares and all documents (including instruments of transfer) assign such Drag-along Debt on behalf of such Dragged HolderCPZ 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 CEO 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 authorized to transfer the Shares of each Dragged Holder and to do and carry out all other necessary or advisable acts to complete the missing) for its 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 along Shares to the net proceeds paid to such Drag HolderCompany. Without limiting the foregoing sentenceOn surrender, no such Drag Holder who is not an employee, officer or controlling shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall transfer to each CPZ Shareholder its relevant proportion of the purchase price, but no CPZ Shareholder shall be bound entitled to any interest which may have been earned by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.the Company on that amount.

Drag Along. (a) Drag Along Notice27 If at the Company or any time after March 13, 2017, there shall be: (i) an Shareholder receives a bona fide offer by from a Person that is not an Affiliate of any third party hereof to purchase all or substantially all of the Shares or voting rights Securities in the Company; Company (iiThird Party Offer) a merger or consolidation and the holders of at least [75]% of the Company with or into another corporation in which issued Shares accept the Company is not the surviving entity but the Shares or voting rights Third Party Offer (Dragging Shareholders) (provided that Shareholders holding a majority of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other propertySeed Preference Shares must be Dragging Shareholders)28, 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 Dragging 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 issue to disapprove some or all of the Drag-remaining Shareholders (Other Shareholders) a notice (Drag Along Sale. However, if such Dragged Holder selects not Notice) requiring each Other Shareholder to exercise such veto right, it shall act in accordance with this Section 9.2. If sell to 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 right to 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 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, third party specified in the absence of manifest error, be final and conclusive. Up to US$100,000 Drag Along Notice some or all 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 Other Shareholders’ Securities upon the terms and conditions of such Dragspecified in the Drag Along Notice. Despite anything else in this agreement the pre-Along Sale but only up emption procedure set out in clause 9 does not apply to the net proceeds paid relevant Securities once a Drag Along Notice has been issued.29 Terms of Offer The terms on which the Dragging Shareholders require the Other Shareholders to such sell their Securities must be no less favourable to the Other Shareholders than the terms on which the Dragging Shareholders are selling their Securities. The Drag Holder. Without limiting Along Notice must specify: the foregoing sentence, no such Drag Holder who is not an employee, officer or controlling shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share details of the third party buyer; the consideration payable for each Security; and any other key terms and conditions upon which the Other Shareholders’ Securities will be purchased pursuant to the Drag Along Notice. Subject to clause 10.2(d), each Other Shareholder must, within 10 Business Days of service of the Drag Along Notice sell all of their Securities to the third party buyer specified in the Drag Along Notice in accordance with the 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 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 this agreement; and at a rate of [1/36th] of the balance at the end of each month period thereafter, provided that the relevant Founder remains engaged by the Company shall be bound by this Section 9.2 to provide services, whether as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.contractor or employee at the date of vesting.

Drag Along. 7.1 In the event that a shareholder/s (ahereinafter referred to as the “Seller/s”) If at any time after March 13holding 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 bona fide third party purchaser (hereinafter referred to as the “Proposed Buyer”), 2017, there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially the Seller/s may require all the Shares or voting rights in other shareholders (hereinafter referred to as the Company; (ii“Other Shareholders”) a merger 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 sell and transfer all their shares to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or Proposed Buyer (iii) a sale or transfer of all or substantially all the Company’s properties and assets hereinafter referred 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, as the “Drag HoldersAlong Option”). 7.2 The Seller may exercise the Drag Along Option by giving written notice (hereinafter referred to as the “Drag Along Notice”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 Other Shareholders 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 least thirty (30) Business days 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, for each Called Share, be an amount equal to the price per share offered by the Proposed Buyer for the Seller’s shares; and - the proposed date of transfer of the request for a Drag-Called Shares. 7.4 The Drag Along Notice issued by shall lapse if, for any reason, the Sellers have not sold their shares to the Proposed Buyer within twenty (20) Business Days of serving the Drag HoldersAlong Notice. For The Sellers may serve further Drag Along Notices following 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 lapse of any such securities or property in cash, provided that any holder particular Drag Along Notice. 7.5 Completion of Preferred sale of the Called Shares shall have take place on the right to challenge any determination 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 Board Holder of fair market value made pursuant heretoCalled 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 determination of fair market value Completion Date shall be made 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 valuer selected jointly third party as mutually agreed upon by the Board and Parties (herein called the challenging parties“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 valuer Third Party shall prepare a report setting forth hold the basis amounts due to the Holder of its calculating such fair market valueCalled 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, and on the determination of such fair market value by Completion Date, put the valuer shallThird Party in funds to pay the consideration due, in the absence of manifest error, Third Party shall be final and conclusive. Up entitled to US$100,000 the return of the costs transfer forms and share certificates for the relevant Called Shares to the Holder 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 Called Shares and the Companyholder 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 it, the defaulting holder of the Called 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. The valuer shall act After the Proposed Buyer has been registered as expert and not as an arbitrator. If the acquiring party is a privately-held entity and holder, the Investors receive in whole or in part non-publicly traded securities validity of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 proceedings shall not apply in connection with a sale pursuant to this Section 9.2, or anything in this Agreement to the contrary notwithstandingbe questioned by any such person. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. 8.3.1 Subject to Clause 8.1, if VSC (the “Drag Along Shareholder”) wishes to transfer all of their Shares and/or Equity Securities in the Company (the “Selling Shares”) to a bona fide arm's length purchaser (a "Proposed Buyer"), the Drag Along Shareholder may require each of the remaining Shareholders (together, the "Called Shareholders") to sell and transfer all their Shares and/or Equity Securities to the Proposed Buyer (or as the Proposed Buyer directs) in accordance with the provisions of this Clause (a "Drag Along Option"). 8.3.2 The Drag Along Shareholder may exercise the Drag Along Option by giving written notice to that effect (a "Drag Along Notice") at any time before the transfer of the Selling Shares to the Proposed Buyer. The Drag Along Notice shall specify: (a) If at any time after March 13that 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 transferred; (c) the consideration payable for the Called Shares (which shall, 2017for each Called Share, there be an amount equal to the price per Share offered by the Proposed Buyer for the Selling Shares), which shall be: not be less than the lower of (i) an offer the last price at which Shares were acquired whether on issue or on transfer by a Person that is not an Affiliate of any party hereof to purchase all within the preceding six months or substantially all the Shares or voting rights in the Company; (ii) the Share valuation as determined by a merger or consolidation qualified independent third party acceptable to Investor A; and (d) the proposed date for completion of the Company with or into another corporation in which the Company is not the surviving entity but the Shares or voting rights sale 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 Selling Shares (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 “Completion Date”). 8.3.3 The Called Shareholders shall inform the Drag Holders”Along Shareholder within fourteen (14) approve such transaction, which is a transaction at arm’s length for an equity valuation of Business Days from the Company immediately prior to such transaction of not less than US$3,000,000,000, at the request receipt of the Drag Holders, then each remaining Along Notice whether the Called Shareholder (each, a “Dragged Holder”) shall sell, transfer, convey or assign its accepts the Drag Along Option. Should the Called Shareholder refuse to sell their Called 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 SaleProposed Buyer (the “Refusing Shareholder(s)”), such Dragged Holder shall be obligated the Refusing Shareholder is obliged to purchase all the shares held 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 the 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 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 Refusing Shareholder 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 made in accordance with this Section 9.2. If the consideration offered is payable terms and conditions set forth 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series B Preferred Shares, and Series C Preferred SharesClause 7.2 above, as applicable, as set forth herein as within three (3) months from the notice of the date hereofRefusing 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 obliged to sell his Called Shares to the Proposed Buyer. (b) The restrictions on Transfers of 8.3.4 Once issued, a Drag Along Notice shall be irrevocable. However, a Drag Along Notice shall lapse if, for any reason, the Drag Along Shareholder has not sold the Selling Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2, or anything in this Agreement to the contrary notwithstanding. Proposed Buyer within six (c6) Upon months of serving the approval of a Drag-Drag Along Sale as described in this Section 9.2, each Dragged Holder shall grant to Notice on the 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 Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Dragged HolderCalled Shareholders. The CEO shall be authorized to transfer Drag Along Shareholder may serve further Drag Along Notices following the Shares lapse of each Dragged Holder and to do and carry out all other necessary or advisable acts to complete the Drag-any particular Drag Along Sale, including, without limitation, executing any and all documents (including instruments of transfers) on behalf of each Dragged HolderNotice. (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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. (a) If at any time after March 13, 2017, there shall be: (i) an offer by Subject to the 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 that is not an Affiliate Acting In Concert with it) will acquire [***] of any party hereof to purchase all or substantially all the Shares or voting rights in 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 Dragged Shareholder as reflects, as nearly as possible, the number of the Transfer Shares as a proportion of the total number of Shares held by the Dragging Shareholder (the “Drag-along Shares”) on the same terms and conditions as the Third Party Offer (the “Drag-along Exit”). (ii) a merger or consolidation The Drag-along Notice shall specify: (a) that each of the Company with or into another corporation 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 which the Company this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed. (d) the surviving entity but the Shares or voting rights proposed date of completion 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; orDrag-along Exit. (iii) a sale or transfer The Drag-along Notice shall be accompanied by copies of all or substantially 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 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 Company’s properties and assets Drag-along Shares) on the date of completion of the Drag-along Exit; (b) return to any other Person, in each case, if the Majority Class A Ordinary Dragging Shareholders, Majority Series A-1 Preferred Shareholdersby no later [***] prior to the anticipated date of completion of the Drag-along Exit, Majority Series A-2 Preferred Shareholdersthe duly executed documents, Majority Series B Preferred Shareholders (all of which shall include Apoletto), and Majority Series C Preferred Shareholders (collectively, the “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation be held against payment of the Company immediately prior aggregate consideration due; and (c) bear an amount of any costs of a Drag-along Exit in the same proportion as the consideration for its Drag-along Shares bears to such transaction the aggregate consideration for all Shares to be paid in connection with the Drag-along Exit. (v) Completion 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 any transfer pursuant to this Section 9.2Clause ‎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, a “the Offeror shall transfer the purchase price for the Drag-Along Sale”) pursuant toalong Shares to the Company, to receive and hold on behalf of each Dragged Shareholder, and so 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 a good discharge to give effect to, such offer the Offeror who shall not be bound to purchase, merger or consolidation, sale or transfer, as see to the case may beapplication 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 Holder does not elect Shareholder fails to vote, or give deliver its written consent duly executed instrument(s) for share transfer for its Drag-along Shares to the Company by completion, the Directors shall authorise any Director to transfer such 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 along Shares shall have the right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Dragged HolderShareholder to the Offeror to the extent the Offeror has, by completion, put the Company in funds to pay the purchase price. The CEO Directors 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 then authorise registration 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements)transfer. (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

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 at any time after March 13propose to enter into a transaction that would result in (x) the transfer of greater than 50% of the outstanding equity interests in Holdco, 2017or (y) the sale of substantially all of the business of Holdco and its subsidiaries, there shall be: 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 “Drag Along Right”), subject to the following restrictions during the first five years following the Closing as set forth below: (i) an offer during the first three years following the Closing, the Drag Along Right may only be exercised by a Person that the Requisite Shareholders if the equity valuation in respect of the Sale of Holdco is not an Affiliate no less than the equity valuation of any party hereof to purchase all or substantially all Holdco at the Shares or voting rights in time of the Company; closing of the Acquisition. (ii) a merger 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 consolidation 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 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 with (or into another corporation in which other entity within 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 transferHoldco group structure, 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 indebtednessapplicable), the Board shall Shareholders will coordinate and cooperate with each other in good faith determine all post-IPO sell-down activities in respect of the fair market value shares at the time of any such securities or property IPO of the applicable IPO entity. Subject to restrictions in cashthe financing documents and lock-ups in connection with an IPO, provided that any holder of Preferred Shares shall have the right to challenge any determination by the Board of fair market value made pursuant hereto, in which case the determination of fair market value all post-IPO sales shall be made by the Shareholders jointly on a valuer selected jointly 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 Shareholder at the time of the IPO (as 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 Board and fourth anniversary of the challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market valueClosing, Holdco shall, and the determination of such fair market value by the valuer shallShareholders shall cause Holdco to, subject to restrictions in the absence of manifest errorfinancing documents, be final and conclusive. Up to US$100,000 available cash, the ongoing capital requirements of the costs Holdco group and applicable law, distribute at least 75% of appointing the valuer shall be borne solely by net profits of the challenging holder(s) of Preferred Shares, and any amount of such costs in excess of US$100,000 shall be borne equally by Holdco group to the challenging holder(s) of Preferred Shares and the CompanyShareholders. The valuer shall act as expert and not as an arbitrator. Registration Rights If the acquiring party is a privately-held Company (or other entity and within the Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series B Preferred Shares, and Series C Preferred SharesHoldco group structure, as applicable) applies for the listing of its shares on a securities exchange on which registration rights are applicable, the Company (or such other entity, as set forth herein as of the date hereof. (bapplicable) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with enter into a sale registration rights agreement pursuant to which the Shareholders (directly or indirectly, as applicable) shall have demand (following an IPO), shelf and piggyback registration rights customary for an agreement of this Section 9.2, or anything in this Agreement type and on terms satisfactory to the contrary notwithstandingShareholders. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. (a) If at any time after March 13, 2017, there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Shares or voting rights of the Company outstanding immediately prior to the merger are converted by virtue consummation of an IPO, the Majority Ordinary Holders, the Super Majority Preferred Holders, the Series C Lead Investor so long as the Series C Lead Investor and its Affiliates together hold no less than fifteen percent (15%) of the merger into other propertySeries C Preferred Shares held by the Series C Lead Investor as of the Series C Closing Date (that is, whether in for the form avoidance of securitiesdoubt, cash, or otherwise; or the Series C Lead Investor and its Affiliates have not Transferred more than eight-five (iii85%) a sale or transfer of all or substantially all the Company’s properties and assets to any other Person, in each case, if Series C Preferred Shares held by the Majority Class A Ordinary Shareholders, Majority Series A-1 Preferred Shareholders, Majority C Lead Investor as of the Series A-2 Preferred Shareholders, Majority Series B Preferred Shareholders (which shall include ApolettoC Closing Date), and Majority Meituan so long as Meituan and its Affiliates together hold no less than fifty percent (50%) of the Equity Securities held by Meituan as of the Closing (that is, for the avoidance of doubt, Meituan and its Affiliates have not Transferred more than fifty (50%) of the Series C D Preferred Shareholders Shares held by Meituan as of the Closing) (collectively, the “Drag Holders”) ), approve such transactiona Deemed Liquidation Event, which is whether structured as a transaction at arm’s length for an equity valuation merger, reorganization, asset sale, share sale, sale of control of the Company immediately prior Company, or otherwise (the “Approved Sale”) to such transaction of not less than US$3,000,000,000any Person (the “Offeror”), then at the request of the Drag Holders, then the Company shall promptly notify in writing each remaining other Shareholder the material terms and conditions of such proposed Approved Sale, whereupon each such Shareholder 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 (each, a “Dragged Holder”i) shall through (v) below: (i) 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 at the same time 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 sell 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 right to 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 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 shallOfferor, in the absence Approved Sale, all of manifest error, be final and conclusive. Up to US$100,000 its Equity Securities of the costs Company or the same percentage 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those its Equity Securities of the Series A-1 Preferred SharesCompany as the Drag Holders sell, Series A-2 Preferred Shares, Series B Preferred Shares, on the same terms and Series C Preferred Shares, conditions as applicable, as set forth herein as of the date hereof. (b) 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 were agreed to this Section 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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, and any proceeds, whether in cash or properties, resulting from an Approved Sale shall be distributed in accordance with the terms of Article 8.2(A) of the Memorandum and Articles; (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, recapitalization, amalgamation, merger, 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 stock, of all certificates representing stock 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 the Company, or otherwise. In any such Approved Sale, (i) each Shareholder shall bear a proportionate share (based upon the relative proceeds received in such transaction) of the Drag Holder Holders’ expenses incurred in the transaction, including without limitation legal, accounting, and investment banking fees and expenses, and (ii) each Shareholder shall severally, not jointly, join on a pro rata basis (based on upon the relative proceeds received in such transaction) in any indemnification or other obligations that are part of the terms and conditions of such Drag-Along 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 Drag Holder. Without limiting the foregoing sentence, no Shareholder in connection with such Drag Holder who Approved Sale; provided that any Shareholder that is not an employee, employee or officer of a Group Company or controlling shareholder is not actively involved in the management of a Group Company shall not be required to make any representations or warranties warranties, any covenants, or any indemnification or other obligations, other than those with respect to itself (including due authorization, title to shares and shares, enforceability of applicable agreements, and similar representations and warranties not related to the business operations of the Group Companies). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. (a) If at any time after March 13, 2017, there shall be: (i) an offer by a Person that Transfer Stock subject to or Proposed Investor Transfer is not an Affiliate purchased pursuant to 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 party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 SaleTransaction”), such Investors proposing to effect such transaction (the “Dragging Investors”) pursuant toshall have the right to require all (but not less than all) of the other Investors (each, and so as a “Drag-Along Investor”) to give effect totransfer their Capital Stock in such Drag-Along Transaction; provided, such offer to purchasehowever, 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 consideration received in a Drag-Along Transaction by the Drag-Along SaleInvestors may not include consideration other than cash or Marketable Securities unless otherwise agreed by the Drag-Along Investors. (b) The Dragging Investors shall provide each Drag-Along Investor notice of the terms and conditions of such proposed Drag-Along Transaction (the “Drag-Along Notice”) not later than twenty (20) days prior to the closing of the proposed Drag-Along Transaction. The Drag-Along Notice 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 price offered for the applicable Transfer Stock, all information reasonably available to the Dragging Investors regarding the acquirer, all other material terms and conditions of the 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 Dragged Holder information relating to such other consideration as is reasonably available to the Dragging Investors. Each Drag-Along Investor shall be obligated to purchase all the shares held by the Drag Holders and other Dragged Holders who has consented required to participate in the Drag-Along Sale at Transaction on the price upon terms offered for and conditions set forth in 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 and this Section 9.2 2.3. No Investor shall constitute a Deemed Liquidation Event under the Revised M&A. If have any Dragged Holder has unilateral veto right to veto against dissenters’ or appraisal rights in connection with 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market valueTransaction, 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 Shareseach Investor hereby releases, and any amount of will execute such costs in excess of US$100,000 shall be borne equally by further instrument as the challenging holder(s) of Preferred Shares and Company reasonably requests to further evidence the Company. The valuer shall act as expert and not as an arbitrator. If the acquiring party is a privately-held entity and the Investors receive in whole or in part non-publicly traded securities of waiver of, such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) 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 9.2, or anything in this Agreement to the contrary notwithstandingrights. (c) Within ten (10) days following receipt of the Drag-Along Notice, each Drag-Along Investor must deliver to such Dragging Investors (i) wire transfer instructions for payment of the purchase price for the applicable Capital Stock to be sold in such Drag-Along Transaction and (ii) all other documents required to be 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 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 2.3. 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), the Drag-Along Transaction has not been completed on substantially the same terms and conditions set forth in the Drag-Along Notice, the Drag-Along 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) 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 other evidence of the completion and the date of completion of such transfer and the terms thereof as may be 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 the Drag-Along Investors if the transfer pursuant to this Section 2.3 is not consummated 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 approval 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 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 expenses are incurred for the benefit of all Investors and are not otherwise paid by the Company or another person; (iii) Without the written consent of a Drag-Along Sale as described in this Section 9.2Investor, each Dragged Holder such Drag-Along Investor shall grant not be obligated with respect to (A) any 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 CEOCompany 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 power pro rata portion or in excess of attorney to transfer its Shares and to do and carry out all other necessary or advisable acts to complete 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 Sale, including, without limitation, executing any Transaction) of the indemnity obligations which obligate the Dragging Investors and all documents (including instruments of transfer) on behalf of Drag-Along Investors and then, such Dragged Holder. The CEO indemnity obligations shall be authorized to transfer the Shares several and not joint or (C) any other continuing obligation on such Drag-Along Investor in favor of each Dragged Holder and to do and carry out all any other necessary or advisable acts to complete person following 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 Transaction of such Drag-Along Sale but only up Investor’s Interests (other than obligations relating to the net proceeds paid representations and warranties that relate solely to such Drag Holder. Without limiting Drag-Along Investor and not to any other Investor or the foregoing sentence, no such Drag Holder who is not an employee, officer or controlling shareholder of a Group Company indemnification obligation provided for in clause (B) above); and (iv) No Drag-Along Investor shall be required obligated to make any representations or warranties other than consummate such Drag-Along Transaction contemplated by the Drag-Along Notice with respect to itself its Capital Stock unless the Dragging Investors consummate such Drag-Along Transaction with respect to all (including due authorization, title to shares and enforceability of applicable agreements). (ebut not less than all) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound Drag-Along Investor’s Capital Stock on the terms and conditions contemplated by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.the Drag-Along Notice.

Drag Along. (a) If at any time after March 13, 2017, there shall be: In the event that a Majority Member has received a bona fide written offer (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 SaleOffer”) pursuant tofrom an unaffiliated third party (the “Drag-Along Transferee”) to purchase Units constituting more than 50% of the total Units, and so as then the Majority Member shall have the right (“Drag-Along Right”) to give effect torequire all, such offer but not less than all, of the other Persons holding Units (the “Drag-Along Persons”) to purchase, merger or consolidation, sale or transfer, sell the same pro rata portion of their Units as the case may be. If any Dragged Holder does not elect Majority Member (determined by reference to vote, or give its written consent the relative Units of each such Member) to the Drag-Along Sale, such Dragged Holder shall be obligated to purchase all Transferee in accordance with the shares held by the Drag Holders and other Dragged Holders who has consented to participate in terms of 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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 hereofOffer. (b) The restrictions on Transfers Majority Member may elect to 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 Shares set forth the proposed Transfer in Sections 10.1reasonable detail, 4.2 including the identity of the Drag-Along Transferee and 5 the proposed closing date. In the event the Majority Member delivers a Drag-Along Notice to the Drag-Along Persons, such notice shall not apply constitute an irrevocable obligation of such Persons to sell their applicable Units to the Drag-Along Transferee in connection accordance with the Drag-Along Offer, so long as the purchase and sale transaction occurs within 90 days after the date of the Drag-Along Notice. In the event that the Drag-Along Transferee desires to effect such Transfer pursuant to a sale 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 9.2, or anything in this Agreement to 7.6. The Majority Member shall give the contrary notwithstandingDrag-Along Persons at least ten business days’ notice of the time and place of the closing. (c) Upon the approval of a Each Drag-Along Sale Person as described part of its participation in this Section 9.2, each Dragged Holder shall grant the Transfer pursuant to the 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 SaleRight shall convey its Units, includingif required by the form of the transaction, 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 SaleTransferee at the closing, includingfree and clear of all liens, without limitation, executing any claims and all documents encumbrances and pursuant to such instruments of conveyance and warranties (including instruments warranty of transferstitle and absence of encumbrances) on behalf of each Dragged Holder. (d) In any as the Drag-Along Sale approved by the Drag HoldersTransferee shall reasonably request, each Drag Holder shall severally, not jointly, join on a pro rata basis (based on the relative proceeds received in such transaction) exchange for payment in any indemnification obligations that are part full of the purchase price set forth in the Drag-Along Offer, and each Drag-Along Person shall enter into agreements with the Drag-Along Transferee containing the same terms and conditions as those applicable to the Majority Member; provided, however, that except with respect to indemnities for breaches of representations related to title to such Drag-Along Sale but Person’s Units, each Drag-Along Person shall 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 make participate pro rata in any representations or warranties other than with respect indemnity given to itself (including due authorizationthe Drag-Along Transferee on the same terms as the Majority Member, title subject to shares and enforceability of applicable agreements). (e) For a maximum indemnity exposure not to exceed the avoidance of doubt, any assignee or transferee who acquires any Share proceeds of the Company 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 bound paid solely by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.such Member.

Drag Along. (a) If at At any time after March 13the expiration of the Standstill Period and provided that the Xxxxxx Parties have not acquired the Option Securities pursuant to Section 10, 2017an Authorized Group may notify the other Direct Parties (the “Other Parties”) of its intention to accept a Global Offer, there shall beby delivering a Transfer Notice to the Other Parties (a “Drag Along Notice”), if: (i) such Global Offer was the Best Global Offer submitted during the course of an offer Auction Bid Process initiated by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights this Authorized Group in the Company;accordance with Section 11; or (ii) a merger or consolidation such Global Offer was unsolicited and received by this Authorized Group, provided that where an unsolicited Global Offer is received by an Authorized Group outside the conduct of an Auction Bid Process, this Authorized Group may only exercise its Drag Along Right (as such term is defined hereunder) in accordance with this Section 11.2 if such unsolicited Global Offer is approved by 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 (collectivelyFinancial Investors, the “Drag Holders”) approve such transactionXxxxx Parties, which is a transaction at arm’s length for an equity valuation of the 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 transferGras Parties and, as the case may be, any other Direct Party which has become entitled to appoint two (2) nominees at the Supervisory Board in accordance with Section 2.6. If any Dragged Holder does not elect to vote, or give its written consent The Authorized Group which delivers a Drag Along Notice to the Drag-Other Parties is hereinafter referred to as the “Drag Along SaleParty”. (b) Without prejudice to the foregoing, such Dragged Holder shall be obligated in the event that a Permitted Transfer pursuant to purchase Section 9.1(o) qualifies as a Global Offer, all (and not several of) the shares held by the Drag Holders and other Dragged Holders who has Parties having consented to participate such Permitted Transfer in accordance with 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 provisions of Section 9.1(o) will be entitled to sell their shares shall make jointly serve 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-Drag Along Notice issued by to the Drag Holders. For Other Parties (which, for the avoidance of doubt, shall comprise any Direct Party which either has voted against the Permitted Transfer at stake or was not allowed to vote on such Permitted Transfer) and exercise in all cases any exercise of common their rights pursuant to as Drag Along Parties under 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series B Preferred Shares, and Series C Preferred Shares, as applicable, as set forth herein as 11.2 irrespective of the date hereof. (b) 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 9.2, or anything in this Agreement to the contrary notwithstandingsaid Global Offer. (c) Upon By delivering the approval Drag Along Notice, the Drag Along Party(ies) shall have the absolute right to require the Other Parties, to Transfer all of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant their Securities pursuant to the CEOGlobal Offer concomitantly with the Transfer of the Securities of the Drag Along Parties, under the same terms and conditions and for a power price calculated in accordance with Section 8 on the basis of attorney the Global Valuation included in the Global Offer (the “Drag Along Right”), within sixty (60) Business Days following the receipt of the Drag Along Notice at the latest (or such later date as may be necessary to transfer its Shares and to do and carry out all other necessary obtain any authorization or advisable acts to complete the Drag-Along 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 Holderconsent by a Governmental Authority). (d) In any Drag-Within ten (10) Business Days of delivery of the Drag Along Sale approved Notice, each of the Other Parties shall execute and deliver to the Drag Along Party, or in case there are several Drag Along Parties, to such Drag Along Party designated 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 Parties to such Drag Holder. Without limiting effect (the foregoing sentence, no such Drag Holder who is not an employee, officer or controlling shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements“Attorney-in-Fact”). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. Rights If the ESOT proposes to sell for cash all (abut not less than all) If at any time after March 13, 2017, there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation outstanding shares of Common Stock of the Company with or into another corporation in which owned of record by the Company is not the surviving entity but the Shares or voting rights of the Company outstanding immediately prior ESOP 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 “Drag Holders”) approve such transaction, which is a transaction at bona fide unaffiliated third party on an arm’s length for an equity valuation basis in a single transaction or a series of related transactions, then the ESOT may issue a drag notice requiring the Warrant holders to sell the all of the Company immediately prior to such transaction of not less than US$3,000,000,000, at Common Stock underlying 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 Warrants to the Drag-Along Saleproposed 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 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 eventsale transaction, 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 Warrant holders may elect not to exercise such veto rightthe Warrants into Common Stock but instead may elect to receive, it shall act in accordance with this Section 9.2. If as consideration for the consideration offered is payable in securities or property other than cash (or evidence sale of cash indebtedness)the Common Stock underlying the Warrants, the Board shall in good faith determine the fair market value price per share 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 hereto, in which case the determination of fair market value shall be made by a valuer selected jointly by the Board 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, Common Stock paid in the absence of manifest error, be final and conclusive. Up to US$100,000 sale transaction less the exercise price of the costs of appointing Warrants, provided, further, that 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 Warrant holders shall not apply in connection with a sale pursuant to this Section 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 make any representations or warranties other than with respect to itself (including due authorizationconcerning the Company. Redemption To the extent permitted under the New Revolving Facility, title to shares the New First Lien Term Loan, the New Second Lien Term Loan and enforceability of applicable agreements). (e) For the avoidance of doubtNew Third Lien Notes, any assignee or transferee who acquires any Share of 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 preceding sentence, the Company shall have no right to redeem the Warrants. 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) 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 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 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 financial institution reasonably selected by the Supporting Noteholders. Shareholders Agreement Warrant holders shall be deemed to be bound by this Section 9.2 as if they were a Party hereunderto the terms of the Shareholders’ Agreement upon exercise of the Warrants. Corporate Opportunities Neither Series A Director, by delivering 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. The following summarizes certain of the key terms of the new series A preferred stock of Alion Science and executing an Adherence Agreement as provided Technology Company (the “Company”). Capitalized terms used herein shall have the meaning ascribed to such terms in Exhibit B.the Refinancing Agreement. Issuer The Company.

Drag Along. 26.1 If a Shareholder ('Selling Shareholder') wishes to transfer all of its Shares to a Buyer, the Selling Shareholder may, subject to the other Shareholder not giving notice to acquire the Shares pursuant to clause 24.6 or the transfer being a transfer to a Permitted Transferor pursuant to clause 24.2, require the other Shareholder ('Dragged Shareholder') to sell and transfer all its Shares to the Buyer (or as the Buyer directs) in accordance with the provisions of this clause 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. The Drag Along Notice shall specify: (a) If at 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 time after March 13reason, 2017the 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, there provided that the Dragged Shareholder shall bebe 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: (ia) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in Dragged Shareholder and the Company; (ii) a merger or consolidation of the Company with or into another corporation Selling Shareholder agree otherwise in which case the Company is not Completion Date shall be the surviving entity but date agreed in writing by the Shares or voting rights of Dragged Shareholder and 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 otherwiseSelling Shareholder; or (iiib) 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 “Drag Holders”) approve such transaction, which that date is a transaction at arm’s length for an equity valuation of the Company immediately prior to such transaction of not less than US$3,000,000,000, at 10 Business Days after the request of date on which 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 right to challenge any determination by the Board of fair market value made pursuant heretoserved, in which case the determination of fair market value Completion Date shall be made by 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 valuer selected jointly by 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 Board and Selling Shareholder serving a Drag Along Notice on the challenging partiesDragged 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 valuer Company's receipt for the price shall prepare be a report setting forth good discharge to the basis of its calculating such fair market valueBuyer. 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, and on the determination of such fair market value by Completion Date, put the valuer shallCompany in funds to pay the consideration due pursuant to clause 26.2(c), in the absence of manifest error, Dragged Shareholder shall be final and conclusive. Up entitled to US$100,000 the return of the costs of appointing stock transfer forms and share certificates (or suitable indemnity) for 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 relevant Called Shares and the Company. The valuer Dragged Shareholder shall act as expert and not as an arbitrator. have no further rights or obligations under this clause 26 in respect of its Shares. 26.9 If the acquiring party is a privately-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 entity by it, the Dragged Shareholder shall be deemed to have irrevocably appointed any person nominated for the purpose by the Selling Shareholder to be his agent and attorney to execute all necessary transfer(s) on his behalf, against receipt by the Investors receive in whole Company (on trust for such holder) of the consideration payable for the Called Shares, to deliver such transfer(s) to the Buyer (or in part non-publicly traded securities as they may direct) as the holder thereof. After the Buyer (or its nominee) has been registered as the holder, the validity of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 proceedings shall not apply in connection with be questioned by any such person. Failure to produce a sale pursuant to share certificate shall not impede the registration of shares under this Section 9.2, or anything in this Agreement to the contrary notwithstandingclause 26. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. (a) If at any Any time after March 13thirty-six (36) months from the Closing, 2017, there shall be: if the holders of more than two-thirds (i2/3) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the then outstanding Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation (the “Drag-Along Requestors”) voting as a single class, approve a Liquidation Event 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the Company immediately prior to for such transaction of not proposed Liquidation Event shall result in a price per Share being no less than US$3,000,000,000two point five (2.5) times the Original Series D Issue Price (as defined in the Articles, at and subject to appropriate adjustments for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement) (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 SaleTransaction”) pursuant toand notify the Company and other Shareholders in writing, then each Shareholder (other than Antfin) hereby agrees: (a) if such Drag-Along Transaction requires Shareholders’ approval, with respect to all Shares that such Shareholder owns or over which such Shareholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and so as to give effect toadopt, such offer Drag-Along Transaction (together with any related amendment to purchasethe 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 Company to consummate such Drag-Along Transaction; (b) if such Drag-Along Transaction is a sale of Shares of the Company, merger or consolidation, sale or transfer, to sell the same proportion of Shares of the Company held by such Shareholder as the case may be. If any Dragged Holder does not elect to vote, or give its written consent to is being sold by the Drag-Along Sale, such Dragged Holder shall be obligated Requestor(s) to purchase all the shares held by the Drag Holders and other Dragged Holders who has consented Person(s) to participate in whom the Drag-Along Sale at Requestor(s) propose to sell their Shares, and on the price upon same terms offered for and conditions as the Drag-Along Sale. In Requestor(s); (c) to execute and deliver all related documentation and take 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 action in support 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 Transaction as shall reasonably be requested by the Company or the Drag-Along Sale. However, if such Dragged Holder selects not Requestor(s) in order to exercise such veto right, it shall act in accordance with carry out the terms and provision of this Section 9.2. If the consideration offered is payable in securities or property other than cash (or evidence 7, including without limitation executing and delivering instruments 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 right to 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 conveyance 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. Up to US$100,000 of the costs of appointing the valuer shall be borne solely by the challenging holder(s) of Preferred Sharestransfer, and any amount purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of such costs in excess of US$100,000 impermissible liens, claims and encumbrances) and any similar or related documents; provided, that no Investor 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 Investors receive in whole required to give any representations or in part non-publicly traded securities of warranties, covenants or indemnities with respect to such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant Transaction or with respect to the CEOCompany, a power except for the ownership and title of attorney to transfer its such Investor’s Shares and to do and carry out all other necessary or advisable acts to complete the sold in such Drag-Along 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 HolderTransaction. (d) In 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 or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquiror in connection with the Drag-Along Sale approved by the Drag Holders, each Drag Holder shall severally, not jointly, join on a pro rata basis Transaction; and (based on the relative proceeds received in such transactione) in to refrain from exercising any indemnification obligations that are part dissenters’ rights or rights of the terms and conditions of appraisal under applicable Law at any time with respect to 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements)Transaction. (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. (a) If at any time 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 March 13the second anniversary of the Closing Date, 2017the Investors acting by Investor Supermajority Approval (in each case, there shall be: the “Dragging Investors”) approve a 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 (ia “Sale Proposal”) an offer by to a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 Investor (each, a “Dragged HolderRequired Sale”), then the Dragging Investors shall deliver a written notice (a “Required Sale Notice”) shall sell, transfer, convey or assign its Shares (with respect to 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 Sale Proposal at least ten Business Days prior to the Drag-Along Sale, anticipated closing date of such Dragged Holder shall be obligated Required Sale to purchase all the shares held by the Drag Holders Holdco 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) The restrictions on Transfers Required Sale Notice will include the material terms and conditions of Shares set forth the Required Sale, including (A) the name and address of the proposed Transferee, (B) the proposed amount and form of consideration per Share and per PEC (the “Dragging Consideration”) (and if such consideration consists in Sections 10.1part or in whole of Marketable Securities, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2the Dragging Investors will provide such information, or anything in this Agreement to the contrary notwithstandingextent 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 delivered to each other Holder copies of all transaction documents relating to the Required Sale promptly as the same become available. (c) Upon the approval Each Shareholder and PEC Holder, upon receipt of a Drag-Along Required Sale as described in this Section 9.2Notice, each Dragged Holder shall grant be obligated to the CEO, a power sell all of attorney to transfer its Shares and PECs, and participate in the Required Sale contemplated by the Sale Proposal, to do and carry out all other necessary vote their Shares in favor of the Required Sale at any meeting of Shareholders called to vote on or advisable acts approve the Required Sale and/or to complete consent in writing to the Drag-Along Required Sale, includingto 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, without limitationto waive all dissenters’ or appraisal rights in connection with the Required Sale, executing any and all documents (including instruments of transfer) on behalf of such Dragged Holder. The CEO shall be authorized to transfer enter into agreements relating to the Shares of each Dragged Holder Required Sale as and to do agree (as to itself) to make to the proposed purchaser the same representations, warranties, covenants and carry out all other necessary or advisable acts agreements as the Dragging Investors agree to complete make in connection with the Drag-Along Required Sale, including, without limitation, executing any and all documents ; provided that (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 transactioni) in no event shall any indemnification obligations that are part of the terms Shareholder 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 PEC Holder who is not an employee, officer or controlling shareholder of a Group Company shall be required to make any representations or 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 itself such Shares or PECs) or provide any indemnities and (including due authorizationii) 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 Notice (as such period may be extended to obtain any required regulatory approvals) the Dragging Investors have not completed the proposed transaction, title 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 shares be furnished and enforceability the terms and provisions of applicable agreements)this Section 7.4 separately complied with in order to consummate any Sale Proposal. (ed) For Any expenses incurred for the avoidance benefit of doubt, any assignee or transferee who acquires any Share of the Company all Shareholders and PEC Holders shall be bound paid by this Section 9.2 as if they were a Party hereunder, the Shareholders and PEC Holders in accordance with their respective Sharing Percentages to the extent not paid or reimbursed by delivering and executing an Adherence Agreement as provided in Exhibit B.the Transferee.

Drag Along. (a) If Without limiting any rights granted under the AMC Stockholders Agreement, at any time after March 13, 2017, there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Shares or voting rights of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other propertyIPO Date, 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 Investors (which for purposes of this Section 3 shall include Apoletto), and any Permitted Transferee of any Investor) constituting a Requisite Stockholder Majority Series C Preferred Shareholders (collectively, the “Drag HoldersDrag-Along Sellers”) approve may require each Management Stockholder to include Restricted Shares (including Restricted Shares issuable upon exercise of Vested Options held by such transaction, which is Management Stockholder and including Restricted Shares issuable upon exercise of Employee Options that vest as a transaction at arm’s length for an equity valuation result of the Company immediately prior to such transaction of not less than US$3,000,000,000, at the request consummation of the Drag Holders, Exit Sale) in any Company Sale pursuant to which the Drag-Along Sellers are Transferring at least 90% of the Shares then each remaining Shareholder held by the Drag-Along Sellers for consideration consisting of cash and cash equivalents (each, a an “Dragged HolderExit Sale”) shall sell, transfer, convey or assign its Shares to an Independent Third Party (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along SaleTransferee”) in a bona fide arm’s length transaction or series of transactions (including pursuant toto a stock sale, and so as to give effect toasset sale, such offer to purchaserecapitalization, tender offer, merger or consolidation, sale other business combination transaction or transfer, as otherwise) at the case may be. If any Dragged Holder does not elect to vote, or give its written consent purchase price and upon the terms and subject to the Drag-Along Sale, such Dragged Holder conditions of the Exit Sale (all of which shall be obligated to purchase all the shares held by the Drag Holders and other Dragged Holders who has consented to participate set forth in the Drag-Along Notice). 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 at with respect to all Shares owned by such Management Stockholder, as necessary or desirable to authorize, approve and adopt the price upon terms offered 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 Sale. In such event, Sellers shall be subject to 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 sole discretion 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 SaleSellers, 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 who shall act in accordance have no liability or obligation whatsoever (other than compliance with this Section 9.2. If the consideration offered is payable 3) to any Management Stockholder participating therein in securities or property other than cash (or evidence connection with such Management Stockholder’s Transfer 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) The restrictions on Transfers of Shares rights set forth in Sections 10.1, 4.2 and 5 Section 3(a) shall not apply in connection with a sale pursuant to this Section 9.2, or anything in this Agreement be exercised by the Drag-Along Sellers giving written notice (the “Drag-Along Notice”) to the contrary notwithstandingCompany, 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) Upon All Transfers of Shares to the approval Exit Sale Transferee pursuant to this Section 3 shall 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 Sale as 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 9.23 are to provide any indemnification or otherwise assume any other post-closing liabilities, each Dragged Holder shall grant to the 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 SaleSellers and all Management Stockholders and other Investors selling Shares in a transaction described under this 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, without limitationbut not limited to, executing 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 (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 reasonably requested in connection with such sale (as specified in the Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfersNotice) on behalf of each Dragged Holderin connection with this Section 3. (d) In any If at the end of the 90th day after the Company’s receipt of the Drag-Along Sale approved by Notice, the Drag HoldersDrag-Along Sellers have not completed the proposed Transfer, each Drag Holder the Drag-Along Notice shall severallybe null and void, not jointlyand it shall be necessary for a separate Drag-Along Notice to be delivered, join on a pro rata basis (based on the relative proceeds received in such transaction) in any indemnification obligations that are part of and the terms and conditions provisions of this Section 3 separately complied with, in order to consummate such Transfer pursuant to this Section 3; provided, that such 90 day time period may be extended at the option of the Drag-Along Sale but only up Sellers for a reasonable period of time not to exceed an additional 90 days to the net proceeds paid extent that the failure to such Drag Holder. Without limiting complete the foregoing sentence, no such Drag Holder who proposed Transfer is not an employee, officer or controlling shareholder of a Group Company shall be required cause by the failure to make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements)obtain the necessary Governmental Approvals. (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. (a) If at any time after March 13, 2017, there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof 11.1 Subject to purchase all or substantially all clause 11.10 below and without prejudice to the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity 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 Investors under clauses 7 and assets to any other Person, in each case10 above, 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the Company immediately prior wish 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 sell all their interest in Shares (such sale, transfer, conveyance or assignment pursuant "Majority Selling Shareholders") and find a bona fide arm's-length third party purchaser (the "Purchaser") and agree terms for the sale to this Section 9.2, the Purchaser of their Shares (a "Proposed Drag-Along Sale") the Majority Selling Shareholders shall have the option (the “Drag-Along SaleOption”) pursuant toto 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, and so as to give effect toprice per Share, such offer to purchase, merger or consolidation, sale or transfer, time of payment and form of consideration) 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 agreed 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 HoldersMajority Selling Shareholders. For the avoidance of doubt, in all cases any exercise of rights transaction pursuant to this Section 9.2 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 Deemed Liquidation Event 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) that the Dragged Shareholders are required to transfer their Shares; (b) the identity of the Purchaser; (c) the price per Share which the Purchaser is proposing to pay for each Share of each class (which shall reflect the liquidation preference) (the "Drag Price"); (d) subject to clause 11.4 below, the 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 Selling Shareholders shall 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 Revised M&A. If recipient is able to sell such securities at closing for an equivalent cash amount; and (b) such transaction shall not, without the approval of an Investor Majority, include, in respect of any Dragged Holder 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 Sale to the Dragged Shareholder(s); and (B) in respect of which any deferral or contingency period is less than 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 of the Company sending the Drag-Along Notice 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 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 consideration 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 unilateral veto right been paid. The defaulting Dragged Shareholder shall surrender his share certificate for his Shares (or suitably executed indemnity) to veto against 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 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 obligations under this clause 11. 11.9 On any person, following the issue of a Drag-Along Notice, becoming a Shareholder pursuant to the 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 Notice shall be deemed to have been served on the New Shareholder on the same terms as the previous Drag-Along Notice and 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 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 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, 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 the warrantors specified in any acquisition documents (or evidence of cash indebtednessthe “Warrantors”), ; (d) 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination liability of such fair market value by the valuer shall, Investor 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Proposed Drag-Along Sale as described and for the inaccuracy of any representations and warranties made by the Warrantors in this Section 9.2, each Dragged Holder shall grant to the CEO, a power of attorney to transfer its Shares and to do and carry out all other necessary or advisable acts to complete the connection with such Proposed Drag-Along Sale, includingis several and not joint with any other person, without limitationand 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); (e) with the exception of the Investor Fundamental Warranties, executing any and all documents (including instruments the liability of transfer) on behalf of such Dragged Holder. The CEO each Investor shall be authorized limited to transfer such Investor’s applicable share (determined based on the Shares respective proceeds payable to each Investor in connection with such Proposed Drag-Along Sale in accordance with the provisions of each Dragged Holder and this Agreement) of a negotiated aggregate indemnification amount that applies to do and carry out all other necessary or advisable acts Shareholders, except with respect to complete 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 the Proposed Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfersi) on behalf each holder of each Dragged Holder. 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, (dii) In any 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 Proposed 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 transactionis an Insolvency Event or Exit Event) in accordance with terms of this Agreement as in effect immediately prior to the Proposed Drag-Along Sale; (h) subject to subsection 12.10(g) above, requiring the same form of consideration to be available to the holders of any indemnification obligations that are part single class of shares, if any holders of a class of shares of the terms Company are given an option as to the form and conditions 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 but only up to the net proceeds paid agree to such Drag Holder. Without limiting the foregoing sentence(i) any covenant not to compete with any party and/or (ii) any covenant not to solicit or hire customers, no such Drag Holder who is not an employee, officer employees or controlling shareholder suppliers of a Group Company shall be required to make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements)party. (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. (a) If at any time after March 13, 2017, there shall be: (i) an offer by Xxxxxxxx Partners delivers a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Shares or voting rights of the Company outstanding immediately prior notice to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or Securityholders (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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 Compelled Holder”) shall sell, transfer, convey or assign its Shares in connection with a bona fide offer (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along SaleSale Offer”) 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 by a Third Party to purchase all any of the shares Securities held by the Drag Holders and other Dragged Holders who has consented to participate in Securityholders, Xxxxxxxx Partners will have 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 indebtedness3.1(b), to require the Board shall in good faith determine Compelled Holders to sell a pro rata portion of 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 Securities then held by the Board of fair market value made pursuant hereto, in Compelled Holders to such Third Party on terms and conditions not less favorable to the Compelled Holders than those upon which case the determination of fair market value Xxxxxxxx Funds shall be made sell Securities owned by a valuer selected jointly by the Board and the challenging parties. The valuer shall prepare a report setting forth the basis of its calculating them to 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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 hereofThird Party. (b) The restrictions on Transfers If Xxxxxxxx Partners elects to exercise its right to compel sale pursuant to the terms hereof, Xxxxxxxx Partners will deliver written notice (“Sale Notice”) of Shares set the Sale Offer to the Compelled Holders setting forth the consideration for the Securities, the identity of the Third Party and the other terms and conditions of the Sale Offer. Xxxxxxxx Partners will notify each Compelled Holder reasonably in Sections 10.1advance of any negotiations with the Third Party with respect to representations, 4.2 warranties and 5 shall not apply indemnities in connection with a the Sale Offer if such Compelled Holder will be required to sign an agreement with respect to such representations, warranties or indemnities to effect the sale of the Compelled Holder’s Securities (the “Compelled Sale Transaction”), and in all events the representations, warranties and indemnities applicable to such Compelled Holder will not be more onerous than those applicable to the Xxxxxxxx Funds. (c) Promptly after completion of any sale pursuant to this Section 9.23.1, or anything in this Agreement Xxxxxxxx Partners will notify each Compelled Holder and will remit to such Compelled Holder the total sales price attributable to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf Securities of such Dragged Holder. The CEO shall be authorized to transfer Compelled Holder sold pursuant thereto less a pro rata portion of the Shares of each Dragged Holder expenses and to do and carry out all other necessary or advisable acts to complete the Drag-Along Saletaxes, includingif any, without limitation, executing any and all documents (including instruments of transfers) on behalf of each Dragged Holderincurred in connection with such sale. (d) In any Drag-Along Sale approved by Notwithstanding anything in this Section 3.1 to the Drag Holderscontrary, each Drag Holder shall severally, not jointly, join on a pro rata basis (based there will be no liability on the relative proceeds received in such transaction) in any indemnification obligations that are part of Xxxxxxxx Partners or the terms and conditions of such Drag-Along Sale but only up Xxxxxxxx Funds to the net proceeds paid Compelled Holders if any sale of Securities pursuant to such Drag Holder. Without limiting the foregoing sentence, no such Drag Holder who this Section 3.1 is not an employeeconsummated for whatever reason. It is understood that Xxxxxxxx Partners, officer or controlling shareholder in its sole discretion, will determine whether to effect a sale of a Group Company shall be required Securities to make any representations or warranties other than with respect Person pursuant to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.3.1.

Drag Along. (a) If at any time Notwithstanding anything contained in this Article VII to the contrary, if on or after March 13the second anniversary of the Closing Date, 2017the Investors acting by Investor Supermajority Approval (the "Dragging Investors") approve a bona fide proposal to Transfer for cash and/or Marketable Securities in an arm's length transaction or series of related transactions all of, there shall be: and not less than all of, the Shares and the PECs (ia "Sale Proposal") an offer by to a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 Investor (each, a “Dragged Holder”"Required Sale"), then the Dragging Investors shall deliver a written notice (a "Required Sale Notice") shall sell, transfer, convey or assign its Shares (with respect to 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 Sale Proposal at least ten Business Days prior to the Drag-Along Sale, anticipated closing date of such Dragged Holder shall be obligated Required Sale to purchase all the shares held by the Drag Holders Holdco 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) The restrictions on Transfers Required Sale Notice will include the material terms and conditions of Shares set forth the Required Sale, including (A) the name and address of the proposed Transferee, (B) the proposed amount and form of consideration per Share and per PEC (the "Dragging Consideration") (and if such consideration consists in Sections 10.1part or in whole of Marketable Securities, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2the Dragging Investors will provide such information, or anything in this Agreement to the contrary notwithstandingextent 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 delivered to each other Holder copies of all transaction documents relating to the Required Sale promptly as the same become available. (c) Upon the approval Each Shareholder and PEC Holder, upon receipt of a Drag-Along Required Sale as described in this Section 9.2Notice, each Dragged Holder shall grant be obligated to the CEO, a power sell all of attorney to transfer its Shares and PECs, and participate in the Required Sale contemplated by the Sale Proposal, to do and carry out all other necessary vote their Shares in favor of the Required Sale at any meeting of Shareholders called to vote on or advisable acts approve the Required Sale and/or to complete consent in writing to the Drag-Along Required Sale, includingto 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, without limitationto waive all dissenters' or appraisal rights in connection with the Required Sale, executing any and all documents (including instruments of transfer) on behalf of such Dragged Holder. The CEO shall be authorized to transfer enter into agreements relating to the Shares of each Dragged Holder Required Sale as and to do agree (as to itself) to make to the proposed purchaser the same representations, warranties, covenants and carry out all other necessary or advisable acts agreements as the Dragging Investors agree to complete make in connection with the Drag-Along Required Sale, including, without limitation, executing any and all documents ; provided that (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 transactioni) in no event shall any indemnification obligations that are part of the terms Shareholder 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 PEC Holder who is not an employee, officer or controlling shareholder of a Group Company shall be required to make any representations or 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 itself such Shares or PECs) or provide any indemnities and (including due authorizationii) 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 Notice (as such period may be extended to obtain any required regulatory approvals) the Dragging Investors have not completed the proposed transaction, title 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 shares be furnished and enforceability the terms and provisions of applicable agreements)this Section 7.4 separately complied with in order to consummate any Sale Proposal. (ed) For Any expenses incurred for the avoidance benefit of doubt, any assignee or transferee who acquires any Share of the Company all Shareholders and PEC Holders shall be bound paid by this Section 9.2 as if they were a Party hereunder, the Shareholders and PEC Holders in accordance with their respective Sharing Percentages to the extent not paid or reimbursed by delivering and executing an Adherence Agreement as provided in Exhibit B.the Transferee.

Drag Along. Notwithstanding anything to the contrary set forth in this Agreement, in the event that a Shareholder (athe "Selling Shareholder") If secures a bona fide offer (the "Acquisition Offer") from any third party (the "Drag-Along Acquirer ") to purchase all of the Ordinary Shares held by such Selling Shareholder (and 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, at any a price per Ordinary Share of at least US$ 23.00 (the "Drag Along PPS"), and the Drag-Along Acquirer conditions the Acquisition Offer on the acquisition of Shareholders Agreement all the Ordinary Shares held at such time after March 13by the other Shareholder (the "Drag-Along Party" which, 2017for purposes of this Section 8 shall include also the holdings of its Permitted Transferees), there the Selling Shareholder shall be: 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) an offer by a Person that is not an Affiliate of any party hereof to purchase sell all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Ordinary Shares or voting rights of the Company outstanding immediately prior to the merger are converted then held 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 “Drag Holders”) approve such transaction, which is a transaction at arm’s length for an equity valuation of the 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 it to the Drag-Along SaleAcquirer, such Dragged Holder shall be obligated at the same price and upon the same terms and conditions as those to purchase all which the shares held sale 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 Selling Shareholder is subject 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 cashAcquisition Offer, provided that any holder the sale of Preferred all the Ordinary Shares shall have of the right to challenge any determination by Selling Shareholder and the Board of fair market value made pursuant hereto, in which case the determination of fair market value Drag Along Party shall be made consummated by a valuer selected jointly by no later than 90 days following the Board 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. Up to US$100,000 receipt of the costs of appointing Drag Along Notice and, provided, further, that 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 Drag Along Party shall not apply in connection with a sale pursuant to this Section 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 make any representations or warranties other than with respect to itself (including due authorizationwarranties, except for customary representations regarding authorization and good and marketable title to the shares and enforceability of applicable agreementsbeing 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"). (e) For . In the avoidance of doubtevent that an Extension Notice is delivered to the Selling Shareholder, any assignee or transferee who acquires any Share the Drag Along Shareholder shall be required, by no later than three months following the receipt of the Company 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 PPS shall be bound by this Section 9.2 as if they were a Party hereunderadjusted for share splits, by delivering and executing an Adherence Agreement as provided in Exhibit B.issuance of bonus shares, or combinations of shares. No other adjustments (for dividend distributions, market conditions or for any other reason) shall be made to the Drag Along PPS.

Drag Along. (a) 4.1 If at any time after March 13a Transferor sells, 2017other than in a public offering pursuant to a registration statement, there shall be: (i) an offer shares of Common Stock held by such Transferor to a Person that is not an Affiliate Transferee in one transaction or a series of any party hereof to purchase all or substantially all related transactions on arms-length terms which constitute the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity 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 of the Company’s properties Common Stock then owned by Xxxxx 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 (collectivelyits Affiliates, the “Drag Holders”Transferor and/or its affiliates may, at their option, cause TCW (together with any party deemed to be included in such definition pursuant to SECTION 4.2 below, a "DRAG-ALONG PARTY") approve to sell to the Transferee, on the same terms and conditions as provided with respect to the sale by the Transferor to such Transferee in such transaction, all shares of Common Stock which is the Drag-Along Party then owns (such shares being "DRAG-ALONG SHARES" and such transaction being a transaction "DRAG-ALONG TRANSACTION"); PROVIDED, HOWEVER, that: (x) the price for the Drag-Along 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 paid in cash at arm’s length for an equity valuation the closing of the Company immediately prior Drag-Along Transaction(s) unless the relevant Drag-Along Party consents to such transaction of not less payment in a form other than US$3,000,000,000cash or, at the request option 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 “relevant Drag-Along Sale”Party, in the same form of payment as received by the Transferor. 4.2 If TCW or any of its Affiliates (a "TCW ENTITY") pursuant toproposes to Transfer to any Affiliate thereof any of the Common Stock held by such TCW Entity, and so as to give effect to, then such offer to purchase, merger or consolidation, sale or transferTCW 5 <PAGE> Entity, as a condition to the case may beTransfer, 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. If any Dragged Holder does 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 elect be applicable to votetransferees of the Drag-Along Party other than to other Affiliates of such Drag-Along Party. 4.3 To exercise a drag-along right, or Transferor shall give its written consent notice (the "DRAG-ALONG NOTICE") to the Drag-Along Sale, 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 Dragged Holder shall be obligated Transfer and certify as to purchase all the shares held by facts supporting exercise of the Drag Holders drag-along right and other Dragged Holders who has consented include a copy of the contract between the Transferor and Transferee to participate in consummate the Drag-Along Transfer (the "SALE CONTRACT"), if such a Sale at the price upon terms offered for Contract has been signed . During the Drag-Along Sale. In such eventPeriod (as defined below), 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 Drag-Along Party in receipt of the request for a Drag-Along Notice issued by 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 Holders. For Along Notice is given and terminating on the avoidance earlier of doubt, in all cases any exercise (i) the 120th day following delivery 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 Notice or (ii) 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 date 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 right to 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 challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$100,000 termination 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 CompanySale Contract. The valuer shall act as expert and not as an arbitrator. If the acquiring party is a privately-held entity and the Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Series A-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 hereofSECTION 5. (b) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements). (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.

Drag Along. (a) If at any time after March 15.1 Subject to prior compliance with Clause 13, 2017if any AHG Shareholders (a “Dragging AHG Shareholder” or the “Dragging AHG Shareholders”), there shall be: together controlling more than fifty per cent. (i50%) an offer by a Person that is not an Affiliate of any party hereof to purchase all or substantially all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company Voting Shares then in issue, propose to Transfer Securities (“Dragging AHG Shareholders’ Securities”) (other than 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 respect to the merger are converted a Transfer permitted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or Clauses 11.1.1 and 11.1.3) to a Prospective Buyer (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 (collectivelysuch Prospective Buyer, the “Drag HoldersAlong Purchaser”) approve which would result in such transaction, which is a transaction at arm’s length for an equity valuation Prospective Buyer controlling more than fifty per cent. (50%) of the Company immediately prior to such transaction of not less than US$3,000,000,000, at the request of the Drag HoldersVoting Shares then in issue (a “Required Sale”), then the Dragging AHG Shareholders may deliver a written notice (a “Required Sale Notice”) to each remaining other AHG Shareholder (each, a “Dragged HolderAHG Shareholder” and together, the “Dragged AHG Shareholders”) 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 copied to the Drag-Along SaleCompany, such requiring them to Transfer all of 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 Holder shall AHG Shareholders in writing (acting reasonably) to account for any Mandatory Regulatory Consents to be obligated obtained; 15.2.2 be delivered to purchase all each Dragged AHG Shareholder within ten (10) Business Days of the shares held by Dragging AHG Shareholders and the Drag Holders and other Dragged Holders who has consented to participate in the Drag-Along Sale at the price upon terms offered Purchaser having entered into binding agreements for the Drag-Along Sale. In such event, sale and purchase of 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 Securities proposed to be sold Transferred to the Drag Along Purchaser (“Drag Transaction Documents”); 15.2.3 set out the material terms and conditions of the sale of the Securities by any other such shareholders on the Dragging AHG Shareholders to the Drag Along Purchaser, which shall be no less favorable terms favourable than the bona fide offer within thirty (30) Business days terms and conditions of the request for a Drag-Along Notice issued by Required Sale, including: (a) the number and class of Dragging AHG Shareholders’ Securities; (b) the name and address of the Drag Holders. For Along Purchaser; (c) the avoidance proposed amount and form of doubtconsideration per Security to be paid to the Dragged AHG Shareholders, in all cases any exercise which shall be the same as the amount and form of rights pursuant consideration per Dragging AHG Shareholders’ Security to this Section 9.2 shall constitute a Deemed Liquidation Event under be paid to the Revised M&A. If any Dragged Holder has unilateral veto right to veto against the Drag-Along SaleDragging AHG Shareholders; provided, it is entitled to exercise its veto right to disapprove the Drag-Along Sale. However, that if such Dragged Holder selects not to exercise such veto right, it shall act consideration consists in accordance with this Section 9.2. If the consideration offered is payable part or in securities or property whole of assets other than cash (or evidence of cash indebtednessa “Rollover Alternative”), the Board shall 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 good faith determine order to evaluate the fair market 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 such securities or property in cashMandatory 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 any holder of Preferred Shares that: 15.3.1 each Dragged AHG Shareholder shall have the right to challenge request that any determination by Mandatory Regulatory Consents required in relation to the Board Transfer of fair market value made pursuant hereto, in which case its Drag Along Securities are incorporated into the determination of fair market value relevant transaction documents; 15.3.2 no Dragged AHG Shareholder shall be made by a valuer selected jointly by required to give any indemnities or make any representations and warranties to the Board Drag Along Purchaser (or any other person), except for warranties as to the title to their Drag Along Securities and the challenging parties. The valuer shall prepare a report setting forth the basis of its calculating authority and capacity to sell such fair market value, Drag Along Securities (with such warranties being made severally 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 not jointly); 15.3.3 no Dragged AHG Shareholder shall be borne solely by required to agree to any post-closing undertakings with the challenging holder(s) of Preferred Shares, and Drag Along Purchaser (or 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 Investors receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(sother person), 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) 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 9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Dragged Holder shall grant to the 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 Sale, including, without limitation, executing 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 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 all documents (including instruments Dragged AHG Shareholder will be responsible for its pro rata share of transfer) the costs and expenses of the Required Sale and the sale of the Drag Along Securities based on behalf the number of such Dragging AHG Shareholder’s or Dragged Holder. The CEO shall be authorized AHG Shareholder’s Drag Along Securities relative to transfer the Shares aggregate number of each Dragging AHG Shareholders’ Securities and Drag Along Securities held by all Dragging AHG Shareholders and Dragged Holder and AHG Shareholders, to do and carry out all other necessary the extent not paid 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 reimbursed 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 make any representations or warranties other than with respect to itself (including due authorization, title to shares and enforceability of applicable agreements)Purchaser. (e) For the avoidance of doubt, any assignee or transferee who acquires any Share of the Company shall be bound by this Section 9.2 as if they were a Party hereunder, by delivering and executing an Adherence Agreement as provided in Exhibit B.