Common use of Drag Along Clause in Contracts

Drag Along. (a) At any time and from time to time after the date of this Agreement, but subject first to the right of United in Section 9.3, if the General Partner shall have arranged for a Sale (including with Majority Consent if required under Section 3.2(b)) in a bona fide arms' length Sale to any Person or Persons who are not Affiliates of the General Partner (the "Proposed Transferee"), it shall have the right to cause each Partner to participate therein (the "Drag-Along Right"). In such case, each Partner shall be obligated to and shall upon the written request of the General Partner (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Proposed Transferee, a pro rata portion of, his, her or its Partnership Interests on substantially the same terms applicable to the General Partner (other than to account for differences in distributions as a result of the Sale under Section 6.3); and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Partnership Interests in favor of the Sale and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the General Partner or the Proposed Transferee may reasonably require in order to for such Partners to Transfer their Partnership Interests (and hereby constitutes and empowers the General Partner to execute and deliver such instruments of conveyance and transfer and take such other action as may be necessary or appropriate to carry out the foregoing provisions of this subsection (ii) if such Partner does not reasonably do so). Each Partner shall waive any dissenters' rights, appraisal rights or similar rights in connection with the Sale. (b) To exercise a Drag-Along Right, the General Partner shall give each Partner written notice at least 10 business days prior to the proposed Transfer (a "Drag-Along Notice") containing the name and address of the Proposed Transferee, the Partnership Interests involved in the proposed Transfer, and the terms of such proposed Transfer (including all payable consideration amount and form). Each Partner shall thereafter be obligated to sell its Partnership Interests pursuant to such Drag-Along Notice and/or perform such other acts as are reasonably necessary to consummate the Sale, provided that the sale to the Proposed Transferee is consummated on the same economic terms and conditions as set forth in the Drag-Along Notice and substantially the same non-economic terms and conditions set forth in the Drag-Along Notice and within one hundred eighty (180) days of delivery of the Drag-Along Notice. If the Sale is not consummated within such 180-day period, then each Partner shall no longer be obligated to sell such Partner's Partnership Interests and/or perform such other acts as necessary to consummate the Sale pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Section.

Drag Along. (a) At If after 30 months following the Closing Date holders of a majority of the then outstanding Series D Preferred Stock, determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or substantially all of the capital stock of the Company owned by the Purchaser to any time and from time Person other than an Affiliate of the Company or of the Purchaser, or to time after cause the date Company to merge with or into or consolidate with any Person other than an Affiliate of this Agreementthe Company (in each case, but subject first to the right of United in Section 9.3, if the General Partner shall have arranged for a Sale (including with Majority Consent if required under Section 3.2(b)"BUYER") in a bona fide arms' length Sale to any Person or Persons who are not Affiliates of the General Partner negotiated transaction (the a "Proposed TransfereeSALE"), it shall have the right to cause each Partner to participate therein (Purchaser, the "Drag-Along Right"). In such caseManagement Stockholders and the Other Stockholders, each Partner including any of their respective Permitted Transferees, shall be obligated to and shall upon the written request of the General Partner Purchaser: (i) sell, transfer Transfer and deliver, or cause to be sold, transferred Transferred and delivered, to the Proposed Transferee, a pro rata portion ofBuyer, his, her or its Partnership Interests Shares (including, for this purpose, all of such stockholder's Shares that presently or as a result of any such transaction may be acquired upon the exercise of options following the payment of the exercise price therefor) on substantially the same terms applicable to the General Partner Purchasers (other than with appropriate adjustments to account for differences in distributions reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as a result well as the relative preferences and priorities of the Sale under Section 6.3Series D Preferred Stock, Series E Preferred Stock and New Notes, but with no control-premium adjustment); and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Partnership Interests Shares in favor of any Sale proposed by the Sale holders of a majority of the then outstanding Series D Preferred Stock and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the General Partner such holders or the Proposed Transferee Buyer may reasonably require in order to for such Partners to Transfer their Partnership Interests (and hereby constitutes and empowers the General Partner to execute and deliver such instruments of conveyance and transfer and take such other action as may be necessary or appropriate to carry out the foregoing terms and provisions of this subsection (ii) if such Partner does not reasonably do so). Each Partner shall waive any dissenters' rights, appraisal rights or similar rights in connection with the SaleSection 2.2. (b) To exercise a Drag-Along Right, the General Partner shall give each Partner written notice at least 10 business Not less than thirty (30) days prior to the date proposed Transfer (a "Drag-Along Notice"for the closing of any Sale in accordance with Section 2.2(a) containing above, the Purchasers shall give written notice to all Purchasers and Stockholders, setting forth in reasonable detail the name and address or names of the Proposed TransfereeBuyer, the Partnership Interests involved in terms and conditions of the proposed TransferSale, including the purchase price, and the terms proposed closing date of such proposed Transfer (including all payable consideration amount and form). Each Partner shall thereafter be obligated to sell its Partnership Interests pursuant to such Drag-Along Notice and/or perform such other acts as are reasonably necessary to consummate the Sale, provided that the sale to the Proposed Transferee is consummated on the same economic terms and conditions as set forth in the Drag-Along Notice and substantially the same non-economic terms and conditions set forth in the Drag-Along Notice and within one hundred eighty (180) days of delivery of the Drag-Along Notice. If the Sale is not consummated within such 180-day period, then each Partner shall no longer be obligated to sell such Partner's Partnership Interests and/or perform such other acts as necessary to consummate the Sale pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Sectionoffer.

Drag Along. (a) At any time and from time If Holdings determines that it is appropriate to time after sell or otherwise dispose of all of the date Shares of this Agreement, but subject first to the right of United in Section 9.3, if the General Partner shall have arranged for a Sale (including with Majority Consent if required under Section 3.2(b)) in a bona fide arms' length Sale Company to any Person or Persons who are is not Affiliates an Affiliate of the General Partner Company or any of the Members (the "Proposed Transferee"collectively, a “Non-Affiliate”), it shall have the right or to cause the Company to sell all or substantially all of its assets to a Non-Affiliate, or to cause the Company to merge with or into or consolidate with any Non-Affiliate (any such transaction, a “Sale” and in each Partner to participate therein (the "Drag-Along Right"). In such case, such Non-Affiliate the “Buyer”), each Partner Minority Member, including any of such Minority Member’s respective permitted transferees, shall be obligated to and shall upon the written request of Holdings (the General Partner “Drag-Along Notice”): (i) sell, transfer and deliver, or cause to be sold, transferred Transferred and delivered, delivered to the Proposed TransfereeBuyer its Shares, a pro rata portion of, his, her or its Partnership Interests on substantially the same terms applicable to, and, subject to Section 12.05(c), for the General Partner (other than to account for differences in distributions as same consideration per Share each holder would receive if the Sale were a result sale of the assets of the Company and the Company made distributions with respect to such Sale under in accordance with Section 6.3); 11.04 (the “Drag-Along Price”) and (ii) execute and deliver such instruments of conveyance and transfer Transfer and take such other action, including including, without limitation, voting such Partnership Interests Shares in favor of the any Sale proposed by Holdings and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the General Partner Holdings or the Proposed Transferee Buyer may reasonably require in order to for such Partners to Transfer their Partnership Interests (and hereby constitutes and empowers the General Partner to execute and deliver such instruments of conveyance and transfer and take such other action as may be necessary or appropriate to carry out the foregoing terms and provisions of this subsection (ii) if such Partner does not reasonably do so). Each Partner shall waive any dissenters' rights, appraisal rights or similar rights in connection with the SaleSection 12.05. (b) To exercise a Drag-Along Right, the General Partner shall give each Partner written notice at least Not less than 10 business days prior to the date proposed Transfer for the closing of any Sale, Holdings shall give written notice to the Minority Members, setting forth in reasonable detail the name or names of the Buyer, the terms and conditions of the Sale, including the purchase price, and the proposed closing date. In furtherance of the provisions of this Section 12.05, each of the holders of Shares hereby (i) irrevocably appoints Holdings as its attorney-in-fact (with full power of substitution) to execute all agreements, instruments and certificates and take all actions necessary or desirable to effectuate any Sale hereunder and (ii) grants to Holdings a "proxy (which shall be deemed to be coupled with an interest and irrevocable) to vote the Shares held by such holder and exercise any consent rights applicable thereto in favor of any Sale hereunder; provided, however, that Holdings shall not exercise such powers-of-attorney or proxies with respect to any holder of Shares unless such holder is not acting in good faith with respect to its obligations under this Section 12.05. (c) If the Drag-Along Notice") containing Price is less than Fair Market Value (as hereinafter defined), Holdings shall pay to the name and address of Minority Members a dollar amount equal to the Proposed Transferee, the Partnership Interests involved in the proposed Transfer, difference between Fair Market Value and the terms of such proposed Transfer (including all payable consideration amount and form). Each Partner shall thereafter be obligated to sell its Partnership Interests pursuant to such Drag-Along Notice and/or perform Price. If the Drag-Along Price is equal to or greater than Fair Market Value, then no such other acts payment shall be made. For purposes of this Agreement, “Fair Market Value” as are reasonably necessary to consummate the Sale, provided that the sale to the Proposed Transferee is consummated on Shares shall mean: (i) the same economic terms and conditions fair market value of the Shares, determined as set forth in of the date of the receipt of the Drag-Along Notice and substantially (for purposes of this Section 12.05) or on the same non-economic terms and conditions date set forth in the Drag-Along Notice applicable section for which the Fair Market Value is being determined (as applicable, the “Valuation Date”), as may be mutually agreed upon in good faith by Holdings and the Minority Members; or (ii) if Holdings and the Minority Members cannot mutually agree upon the Fair Market Value within one hundred eighty a period of thirty (18030) days of delivery after the Valuation Date, the fair market value of the Drag-Along NoticeShares, as determined by an Independent Appraiser, who shall perform an appraisal of the fair value of the Shares as of the Valuation Date, and such appraisal shall be based on the Company’s and its direct and indirect subsidiaries’ (if applicable) historical operations, future prospects, and capital structure, and such other matters as the Independent Appraiser deems appropriate; provided, however, that the Independent Appraiser shall not apply any minority discount to the Shares of the Minority Members or any discount for lack of marketability of the Shares. If the Sale is parties cannot consummated within such 180-day periodmutually agree on an Independent Appraiser to perform the appraisal, then each Partner Holdings shall no longer promptly select one Independent Appraiser, the Minority Members shall promptly select one Independent Appraiser, and the two Independent Appraisers so selected shall promptly select a third Independent Appraiser who shall perform the appraisal. The cost of any appraisal(s) shall be obligated to sell such Partner's Partnership Interests and/or perform such borne equally by the Holdings, on one hand, and the Minority Members, on the other acts as necessary to consummate hand, unless otherwise agreed in writing by the Sale pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Sectionparties.

Drag Along. (a) At any time and from time In the case that Artal proposes to time after the date make a Transfer of this Agreement, but subject first to the right shares of United in Section 9.3, if the General Partner shall have arranged for Common Stock (or of a Sale (including with Majority Consent if required under Section 3.2(b)Securities Holding Company) in a bona fide arms' length Sale to any Person owned by it or Persons who are not its Affiliates of the General Partner (the "Proposed TransfereeTransferor Group") that would trigger the HW Investors' tag along rights pursuant to Section 2.3 (assuming solely for the purpose of this Section 2.4(a) that the exception contained in Section 2.3(a)(vi) shall not apply with respect to the provisions of Section 2.3(a)), it shall have Artal may elect, by so specifying in the right Sale Notice, to cause each Partner require the HW Investors to, and the HW Investors will, participate in such transaction on the same terms and conditions as the Transferor Group with respect to participate therein (the "Drag-Along Right")a number of shares of Common Stock determined as set forth below. In such case, each Partner Each HW Investor shall be obligated required to sell in the proposed Transfer, at the same price and shall upon on the written request same terms and conditions as the Transferor Group, a number of shares of Common Stock equal to the General Partner lesser of (i) sellthe product of (A) the number of shares of Common Stock then beneficially owned by such HW Investor multiplied by, transfer and deliver, or cause (B) a percentage calculated by dividing the aggregate number of shares of Common Stock which the Transferor Group proposes to be sold, transferred and delivered, to sell in the Proposed Transferee, a pro rata portion of, his, her or its Partnership Interests on substantially aggregate in such Transfer by the same terms applicable to total number of shares of Common Stock then owned by the General Partner (other than to account for differences in distributions as a result of the Sale under Section 6.3); Transferor Group and (ii) execute and deliver the number of such instruments shares of conveyance and transfer and take Common Stock specified by Artal in the relevant Sale Notice (such other action, including voting such Partnership Interests in favor of the Sale and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, number being hereinafter referred to as the General Partner or the Proposed Transferee may reasonably require in order to for such Partners to Transfer their Partnership Interests (and hereby constitutes and empowers the General Partner to execute and deliver such instruments of conveyance and transfer and take such other action as may be necessary or appropriate to carry out the foregoing provisions of this subsection (ii) if such Partner does not reasonably do so"Drag Along Number"). Each Partner shall waive any dissenters' rights, appraisal rights or similar rights in connection with the Sale. (b) To exercise a Drag-Along RightIn connection with any proposed transaction described in Section 2.4(a) above, each HW Investor agrees (i) to consent to and raise no objections (other than with respect to its rights under this Section 2.4) to, and to take all other actions (including, without limitation, voting, or entering into written consents with respect to, all of its shares of Common Stock in favor of such transaction) necessary or desirable to cause, the General Partner shall give each Partner written notice at least 10 business days prior consummation of such transaction and (ii) to the proposed sell, Transfer (a "Drag-Along Notice") containing the name and address deliver its shares of the Proposed Transferee, the Partnership Interests involved in the proposed Transfer, and Common Stock as required by the terms of such transaction. (c) If the Drag Along Number is less than the number of shares of Common Stock a HW Investor may sell in the proposed Transfer (including all payable consideration amount and form). Each Partner shall thereafter be obligated to sell its Partnership Interests pursuant to its rights under Section 2.3, then, notwithstanding the exercise by Artal of their rights under this Section 2.4, such Drag-Along Notice and/or perform such other acts as are reasonably necessary to consummate the Sale, provided that the sale to the Proposed Transferee is consummated on the same economic terms and conditions as set forth in the Drag-Along Notice and substantially the same non-economic terms and conditions set forth in the Drag-Along Notice and within one hundred eighty (180) days of delivery of the Drag-Along Notice. If the Sale is not consummated within such 180-day period, then each Partner shall no longer be obligated HW Investor may elect to sell such Partner's Partnership Interests and/or perform such other acts as necessary to consummate the Sale additional shares of Common Stock pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Sectionits rights under Section 2.3.

Drag Along. (a) At any time and from time If the Majority in Interest of the Members elects to time after cause the date Transfer of this Agreementall, but subject first not less than, all of the Membership Interests in the Company to the right of United in Section 9.3, if the General Partner shall have arranged for a Sale (including with Majority Consent if required under Section 3.2(b)) in a bona fide arms' length Sale third party purchaser, and if the Board of Managers has not exercised its rights pursuant to any Person or Persons who are not Affiliates Section 5.04(a), then the Majority in Interest of the General Partner Members shall notify the other Members in writing (the "Proposed Transferee"“Drag Notice”) at least 30 days prior to the consummation of such transaction of its election to exercise the rights set forth in this Section 5.04(b). The Drag Notice shall disclose in detail the identity of the prospective Transferee(s), it shall have and the right to cause each Partner to participate therein (the "Drag-Along Right"). In such case, each Partner shall be obligated to terms and shall upon the written request conditions of the General Partner proposed Transfer. (i) sellIf the Majority in Interest of the Members delivers the notice specified in this Section 5.04(b), transfer then, subject to this Section 5.04(b), the other Members shall vote for, consent to, and deliverraise no objections to the proposed transaction so long as the terms and conditions of the sale of Membership Interests by the Majority in Interest of the Members is the same as that which is proposed to the other Members, and all Members shall take all actions reasonably necessary to cause the consummation of such Transfer on the terms proposed by the Majority in Interest of the Members. Without limiting the foregoing, (A) if the proposed Transfer is structured as a sale of assets or a merger or consolidation, each Member shall vote or cause to be sold, transferred and delivered, to the Proposed Transferee, a pro rata portion of, his, her or its Partnership voted all Membership Interests on substantially the same terms applicable to the General Partner (other than to account for differences in distributions as a result of the Sale under Section 6.3); and (ii) execute and deliver that such instruments of conveyance and transfer and take such other action, including voting such Partnership Interests Member holds in favor of the Sale such transaction and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the General Partner or the Proposed Transferee may reasonably require in order to for such Partners to Transfer their Partnership Interests (and hereby constitutes and empowers the General Partner to execute and deliver such instruments of conveyance and transfer and take such other action as may be necessary or appropriate to carry out the foregoing provisions of this subsection (ii) if such Partner does not reasonably do so). Each Partner shall waive any dissenters' dissenter’s rights, appraisal rights or similar rights which such Member may have in connection therewith, (B) if the Transfer is structured as or involves a sale or redemption of Membership Interests, the Members shall agree to sell their pro rata share of Membership Interests on the terms and conditions approved by and applicable to the Majority in Interest of the Members, and such Members shall execute all documents reasonably required to effectuate such Transfer, (C) each Member shall be obligated to provide the same representations, warranties, covenants and agreements that Majority in Interest of the Members agree to provide in connection with such Transfer (except that each Member shall only be obligated to provide any such representations and warranties that relate specifically to such particular Member, such as representations and warranties given by a Member regarding such Member’s title to and ownership of such Member’s Interest), (D) each Member shall be obligated to join severally on a pro rata basis (based on the Salerelative consideration to be received by each such Member) in any indemnification or other obligations that Majority in Interest of the Members agree to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of such Member’s Membership Interest); provided, however, that that the indemnification obligation of each individual Member shall not exceed the aggregate consideration to be received by such Member, and (E) no Member shall be required to enter into any non-competition, non-solicitation or similar restrictive covenants (although they may be required to remain subject to confidentiality restrictions in respect of the business of the Company and its Subsidiaries consistent with those set forth in this Agreement). (bii) To exercise a Drag-Along Right, the General Partner shall give each Partner written notice at least 10 business days prior to the proposed Transfer (a "Drag-Along Notice") containing the name and address The obligations of the Proposed Transferee, the Partnership Interests involved in the proposed Transfer, and the terms of such proposed Transfer (including all payable consideration amount and form). Each Partner shall thereafter be obligated to sell its Partnership Interests pursuant to such Drag-Along Notice and/or perform such other acts as Members under this Section 5.04(b) are reasonably necessary to consummate the Sale, provided that the sale to the Proposed Transferee is consummated on the same economic terms and conditions as set forth in the Drag-Along Notice and substantially the same non-economic terms and conditions set forth in the Drag-Along Notice and within one hundred eighty (180) days of delivery of the Drag-Along Notice. If the Sale is not consummated within such 180-day period, then each Partner shall no longer be obligated to sell such Partner's Partnership Interests and/or perform such other acts as necessary to consummate the Sale pursuant to that specific Drag-Along Right but shall remain subject to the provisions condition that upon the consummation of the Transfer, all of the holders of Membership Interest shall receive the same form and proportionate amount of consideration as the Majority in Interest of the Members. (iii) Each Member transferring Membership Interest pursuant to this SectionSection 5.04(b) shall pay its pro rata share based on its Membership Interest of the expenses incurred by the Majority in Interest of the Members in connection with such Transfer.

Drag Along. (a) At any time and from time In the case that Artal proposes to time after the date make a Transfer of this Agreement, but subject first to the right shares of United in Section 9.3, if the General Partner shall have arranged for Common Stock (or of a Sale (including with Majority Consent if required under Section 3.2(b)Securities Holding Company) in a bona fide arms' length Sale to any Person owned by it or Persons who are not its Affiliates of the General Partner (the "Proposed TransfereeTRANSFEROR GROUP") that would trigger Heinz's tag along rights pursuant to Section 2.3 (assuming solely for the purpose of this Section 2.4(a) that the exception contained in Section 2.3(a)(vi) shall not apply with respect to the provisions of Section 2.3(a)) , it shall have Artal may elect, by so specifying in the right Sale Notice, to cause each Partner require Heinz to, and Heinz will, participate in such transaction on the same terms and conditions as the Transferor Group with respect to participate therein (the "Drag-Along Right")a number of shares of Common Stock determined as set forth below. In such case, each Partner Heinz shall be obligated required to sell in the proposed Transfer, at the same price and shall upon on the written request same terms and conditions as the Transferor Group, a number of shares of Common Stock equal to the General Partner lesser of (i) sellthe product of (A) the number of shares of Common Stock then beneficially owned by Heinz MULTIPLIED BY, transfer and deliver, or cause (B) a percentage calculated by dividing the aggregate number of shares of Common Stock which the Transferor Group proposes to be sold, transferred and delivered, to sell in the Proposed Transferee, a pro rata portion of, his, her or its Partnership Interests on substantially aggregate in such Transfer by the same terms applicable to total number of shares of Common Stock then owned by the General Partner (other than to account for differences in distributions as a result of the Sale under Section 6.3); Transferor Group and (ii) execute and deliver the number of such instruments shares of conveyance and transfer and take Common Stock specified by Artal in the relevant Sale Notice (such other action, including voting such Partnership Interests in favor of the Sale and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, number being hereinafter referred to as the General Partner or the Proposed Transferee may reasonably require in order to for such Partners to Transfer their Partnership Interests (and hereby constitutes and empowers the General Partner to execute and deliver such instruments of conveyance and transfer and take such other action as may be necessary or appropriate to carry out the foregoing provisions of this subsection (ii) if such Partner does not reasonably do so"DRAG ALONG NUMBER"). Each Partner shall waive any dissenters' rights, appraisal rights or similar rights in connection with the Sale. (b) To exercise a Drag-Along RightIn connection with any proposed transaction described in Section 2.4(a) above, Heinz agrees (i) to consent to and raise no objections (other than with respect to its rights under this Section 2.4) to, and to take all other actions (including, without limitation, voting, or entering into written consents with respect to, all of its shares of Common Stock in favor of such transaction) necessary or desirable to cause, the General Partner shall give each Partner written notice at least 10 business days prior consummation of such transaction and (ii) to the proposed sell, Transfer (a "Drag-Along Notice") containing the name and address deliver its shares of the Proposed Transferee, the Partnership Interests involved in the proposed Transfer, and Common Stock as required by the terms of such transaction. (c) If the Drag Along Number is less than the number of shares of Common Stock Heinz may sell in the proposed Transfer (including all payable consideration amount and form). Each Partner shall thereafter be obligated to sell its Partnership Interests pursuant to such Drag-Along Notice and/or perform such other acts as are reasonably necessary to consummate its rights under Section 2.3, then, notwithstanding the Saleexercise by Artal of their rights under this Section 2.4, provided that the sale to the Proposed Transferee is consummated on the same economic terms and conditions as set forth in the Drag-Along Notice and substantially the same non-economic terms and conditions set forth in the Drag-Along Notice and within one hundred eighty (180) days of delivery of the Drag-Along Notice. If the Sale is not consummated within such 180-day period, then each Partner shall no longer be obligated Heinz may elect to sell such Partner's Partnership Interests and/or perform such other acts as necessary to consummate the Sale additional shares of Common Stock pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Sectionits rights under Section 2.3.

Drag Along. In the event that (i) the Majority Key Shareholders, and (ii) the Majority Investors, approve the Offer, then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: (a) At any time and from time to time after in the date event such transaction requires the approval of this Agreementshareholders, but subject first to the right of United in Section 9.3, if the General Partner shall have arranged for a Sale (including with Majority Consent if required under Section 3.2(b)) in a bona fide arms' length Sale to any Person or Persons who are not Affiliates of the General Partner (the "Proposed Transferee"), it shall have the right to cause each Partner to participate therein (the "Drag-Along Right"). In such case, each Partner shall be obligated to and shall upon the written request of the General Partner (i) sell, transfer and deliver, or cause if the matter is to be soldbrought to a vote at a shareholder meeting, transferred and deliveredafter receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to the Proposed Transfereebe present, a pro rata portion ofin person or by proxy, his, her or its Partnership Interests on substantially the same terms applicable to the General Partner (other than to account for differences in distributions as a result holder of Shares, at all such meetings and be counted for the Sale under Section 6.3)purposes of determining the presence of a quorum at such meetings; and (ii) execute and deliver such instruments of conveyance and transfer and take such other actionto vote (in person, including voting such Partnership Interests by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (b) in the event that the Sale and executing any purchase agreementsof the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”) without the need for shareholder approval, merger agreementsto sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, indemnity agreements, escrow agreements or related documents, shares in the same proportion as the General Partner Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that: (i) no Investor shall be required to give any representations or warranties other than with respect to such Investor and the Shares being transferred by such Investor, which, for the avoidance of doubt, shall not include, without limitation, any representations or warranties about the Company or the Proposed Transferee may reasonably require Company’s business; and (ii) no Shareholders will be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in order such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder); (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Partners to Transfer their Partnership Interests Sale of the Company; (and hereby constitutes and empowers the General Partner d) to execute and deliver such instruments of conveyance and transfer all related documentation and take such other action in support of the Sale of the Company as may shall reasonably be necessary requested by the Company; (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or appropriate Affiliate in a voting trust or subject any such voting securities to carry out any arrangement or agreement with respect to the foregoing provisions voting of this subsection (ii) if such Partner does not reasonably securities, unless specifically requested to do so). Each Partner shall waive any dissenters' rights, appraisal rights or similar rights so by the acquiror in connection with a Sale of the Sale.Company; and (bf) To exercise a Drag-Along Right, all the General Partner Shareholders shall give each Partner written notice at least 10 business days prior to the proposed Transfer procure that their respective Director nominees (a "Drag-Along Notice"if any) containing the name and address shall vote in favor of the Proposed Transferee, the Partnership Interests involved in the proposed Transfer, and the terms of such proposed Transfer (including all payable consideration amount and form). Each Partner shall thereafter be obligated to sell its Partnership Interests pursuant to such Drag-Along Notice and/or perform such other acts as are reasonably necessary to consummate the Sale, provided that the sale to the Proposed Transferee is consummated on the same economic terms and conditions as set forth in the Drag-Along Notice and substantially the same non-economic terms and conditions set forth in the Drag-Along Notice and within one hundred eighty (180) days of delivery of the Drag-Along Notice. If the Sale is not consummated within such 180-day period, then each Partner shall no longer be obligated to sell such Partner's Partnership Interests and/or perform such other acts as necessary to consummate the Sale pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this SectionOffer.

Drag Along. (a) At any time and from time to time after the date of this Agreement, but subject first to the right of United in Section 9.3, if the General Partner shall have arranged for a Sale (including with Majority Consent if required under Section 3.2(b)) in a bona fide arms' ’ length Sale to any Person or Persons who are not Affiliates of the General Partner (the "“Proposed Transferee"”), it shall have the right to cause each Partner to participate therein (the "“Drag-Along Right"”). In such case, each Partner shall be obligated to and shall upon the written request of the General Partner (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Proposed Transferee, a pro rata portion of, his, her or its Partnership Interests on substantially the same terms applicable to the General Partner (other than to account for differences in distributions as a result of the Sale under Section 6.3); and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Partnership Interests in favor of the Sale and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the General Partner or the Proposed Transferee may reasonably require in order to for such Partners to Transfer their Partnership Interests (and hereby constitutes and empowers the General Partner to execute and deliver such instruments of conveyance and transfer and take such other action as may be necessary or appropriate to carry out the foregoing provisions of this subsection (ii) if such Partner does not reasonably do so). Each Partner shall waive any dissenters' ’ rights, appraisal rights or similar rights in connection with the Sale. (b) To exercise a Drag-Along Right, the General Partner shall give each Partner written notice at least 10 business days prior to the proposed Transfer (a "“Drag-Along Notice"”) containing the name and address of the Proposed Transferee, the Partnership Interests involved in the proposed Transfer, and the terms of such proposed Transfer (including all payable consideration amount and form). Each Partner shall thereafter be obligated to sell its Partnership Interests pursuant to such Drag-Along Notice and/or perform such other acts as are reasonably necessary to consummate the Sale, provided that the sale to the Proposed Transferee is consummated on the same economic terms and conditions as set forth in the Drag-Along Notice and substantially the same non-economic terms and conditions set forth in the Drag-Along Notice and within one hundred eighty (180) days of delivery of the Drag-Along Notice. If the Sale is not consummated within such 180-day period, then each Partner shall no longer be obligated to sell such Partner's ’s Partnership Interests and/or perform such other acts as necessary to consummate the Sale pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Section.

Drag Along. (a) At any time and from time (i) on or prior to time after the date of this Agreement, but subject first to the right of United in Section 9.320 , if the General Partner shall have arranged for holders of not less than a Sale majority of the Class A Preferred Shares, and (including with Majority Consent ii) after , 20 , if required under Section 3.2(bthe holders of not less than a majority of the Class A Preferred Shares (as applicable, the “Supermajority Members”) determine that it is appropriate or desirable to sell or otherwise dispose of all of the Shares of the LLC to any non-affiliate(s) of the LLC or of the Members (collectively, a “Non- Affiliate”)) , or to cause the LLC to sell all or substantially all of its assets (whether in a bona fide arms' length single transaction or a series of related transactions) to a Non-Affiliate, or to cause the LLC to merge with or into or consolidate with any Non-Affiliate (any such transaction, a “Sale” and in each case, such Non-Affiliate the “Buyer”), provided that all proceeds from any Sale are distributed to any Person or Persons who are not Affiliates the Members in a manner consistent with Section 11.02 hereof, each of the General Partner (the "Proposed Transferee")Members, it shall have the right to cause each Partner to participate therein (the "Drag-Along Right"). In such caseincluding any of their respective permitted transferees, each Partner shall be obligated to and shall upon the written request of the General Partner Supermajority Members: (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, delivered to the Proposed TransfereeBuyer its or his Shares, a pro rata portion of, his, her or its Partnership Interests on substantially the same terms and conditions applicable to the General Partner (other than to account for differences in distributions as a result of Class A Preferred Shares held by the Sale under Section 6.3); Supermajority Members, and (ii) execute and deliver such agreements and instruments of conveyance and transfer and take such other actionactions, including voting such Partnership Interests Shares in favor of any Sale proposed by the Sale Supermajority Members, and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the General Partner Supermajority Members or the Proposed Transferee Buyer may reasonably require in order to for such Partners to Transfer their Partnership Interests (and hereby constitutes and empowers the General Partner to execute and deliver such instruments of conveyance and transfer and take such other action as may be necessary or appropriate to carry out the foregoing terms and provisions of this subsection Section 12.06; provided that no Member shall be required to indemnify a Buyer for an amount in excess of the lesser of (i) the total consideration received by such Member pursuant to such Sale and (ii) if except in the case of a representation as to title to Shares (in which case the limitation of subclause (i) shall apply), that proportion of the total liabilities that equals the proportion that the total consideration received by such Partner does not reasonably do so). Each Partner shall waive any dissenters' rights, appraisal rights or similar rights in connection with Member bears to the total consideration received by all Members pursuant to such Sale. (b) To exercise a Drag-Along Right, the General Partner shall give each Partner written notice at least 10 business Not less than twenty (20) days prior to the date proposed Transfer (a "Drag-Along Notice") containing for the closing of any Sale, the Supermajority Members shall give written notice to each of the Members, setting forth in reasonable detail the name and address or names of the Proposed TransfereeBuyer, the Partnership Interests involved in terms and conditions of the proposed TransferSale, including the anticipated Net Equity of each Share, and the terms proposed closing date. In furtherance of such proposed Transfer (including all payable consideration amount and form). Each Partner shall thereafter be obligated to sell its Partnership Interests pursuant to such Drag-Along Notice and/or perform such other acts as are reasonably necessary to consummate the Sale, provided that the sale to the Proposed Transferee is consummated on the same economic terms and conditions as set forth in the Drag-Along Notice and substantially the same non-economic terms and conditions set forth in the Drag-Along Notice and within one hundred eighty (180) days of delivery of the Drag-Along Notice. If the Sale is not consummated within such 180-day period, then each Partner shall no longer be obligated to sell such Partner's Partnership Interests and/or perform such other acts as necessary to consummate the Sale pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this SectionSection 12.06, each of the Members hereby (i) irrevocably appoints the Supermajority Members as its or his attorney-in-fact (with full power of substitution) to execute all agreements, instruments and certificates and take all actions necessary or desirable to effectuate any Sale hereunder and (ii) grants to the Supermajority Members a proxy (which shall be deemed to be coupled with an interest and irrevocable) to vote the Shares held by such Member and exercise any consent rights applicable thereto in favor of any Sale hereunder; provided, however, that no such powers-of-attorney or proxies with respect to any Member shall be exercised unless such Member is in breach of its or his obligations under this Section 12.06.

Drag Along. (a) At any time and from time 10.1 Prior to time after the date of this Agreement, but subject first to the right of United in Section 9.3a Qualified IPO, if (A) holders of a majority of the General Partner shall have arranged for a Sale Ordinary Shares and (including with B) Majority Consent if required under Section 3.2(bSeries B Preferred Holders (collectively, the “Drag-Along Transferors”)) , propose to Transfer all their interests in the Company in a bona fide arms' length Sale to any Person or Persons who are not Affiliates of the General Partner transaction that would constitute a Deemed Liquidation Event (the "Proposed Transferee"a “Drag Transaction”), it the Drag-Along Transferors shall have the right to cause each Partner to participate therein require, by written notice of the identity of the counterparty and the pricing and payment terms of the Drag Transaction (the "Drag-Along Right"“Drag Notice”). In such case, each Partner shall be obligated to and shall upon the written request of the General Partner remaining holders of Shares (ithe “Non-Transferring Parties”) sellto, transfer and deliver, or cause to be sold, transferred and delivered, to the Proposed Transferee, a pro rata portion of, his, her or its Partnership Interests on substantially the same terms applicable to the General Partner (other than to account for differences in distributions as a result each of the Sale under Section 6.3); and (ii) execute and deliver such instruments of conveyance and transfer Non-Transferring Parties shall, approve, and take such other action, including voting such Partnership Interests in favor of the Sale and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the General Partner or the Proposed Transferee may all actions reasonably require in order to for such Partners to Transfer their Partnership Interests (and hereby constitutes and empowers the General Partner to execute and deliver such instruments of conveyance and transfer and take such other action as may be necessary or appropriate to carry out enable, the foregoing provisions consummation of this subsection (ii) if such Partner does Drag Transaction, including but not reasonably do so). Each Partner shall waive any dissenters' rights, appraisal rights or similar rights in connection with the Sale.limited to: (bi) To exercise a Drag-Along Right, the General Partner shall give each Partner written notice at least 10 business days prior to the proposed Transfer (a "Drag-Along Notice") containing the name and address of the Proposed Transferee, the Partnership Interests involved in the proposed Transfer, and the terms of such proposed Transfer (including all payable consideration amount and form). Each Partner shall thereafter be obligated to sell its Partnership Interests pursuant to such Drag-Along Notice and/or perform such other acts as are reasonably necessary to consummate the Sale, provided that the sale to the Proposed Transferee is consummated on at the same economic terms and conditions time as set forth in the Drag-Along Notice and substantially Transferors Transfer to the potential purchaser in the Drag Transaction, all of its interests in the Company, on the same non-economic terms and conditions set forth in and for the Drag-Along Notice and within one hundred eighty (180) days of delivery same price that the interests of the Drag-Along Notice. If Transferors will be Transferred, (ii) vote all of its Shares (A) in favor of such Drag Transaction, (B) against any other transaction that would interfere with, delay, restrict, or otherwise adversely affect such Drag Transaction, and (C) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Sale is Company under the definitive agreement(s) relating to such Drag Transaction or that could result in any of the conditions to the closing obligations under such agreement(s) not consummated within 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 180-day period, then each Partner shall no longer be obligated to sell Drag Transaction; (iv) take all necessary actions in connection with the consummation of such Partner's Partnership Interests and/or perform such other acts Drag Transaction as necessary to consummate reasonably requested by the Sale pursuant to that specific Drag-Along Right Transferors, including but shall remain subject not limited to the provisions execution and delivery of any share transfer or other agreements prepared in connection with such Drag Transaction, and the delivery, at the closing of such Drag Transaction involving a sale of Shares, of all certificates representing Shares held or controlled by such holder, duly endorsed for transfer or accompanied by a duly executed share transfer form, or affidavits and indemnity undertakings with respect to lost certificates; and (v) restructure such Drag Transaction, as and if reasonably requested by the Drag-Along Transferors, as a merger, consolidation, restructuring or similar transaction, or a sale of all or substantially all of the assets (either in terms of quantities or value) of the Company, or otherwise. 10.2 In the event that any such Non-Transferring Party fails for any reason to take any of the foregoing actions in Section 10.1 after receipt of the Drag Notice, such Non-Transferring Party hereby grants an irrevocable power of attorney and proxy to any Drag-Along Transferor to take all necessary actions and to execute and deliver all documents deemed by such Drag-Along Transferor to be reasonably necessary or appropriate to effectuate the terms of Section 10.1. Shareholders Agreement 29 10.3 None of the transfer restrictions set forth in this SectionAgreement shall apply in connection with a Drag Transaction, notwithstanding anything contained to the contrary herein.