Common use of Drag Along Clause in Contracts

Drag Along. 5.1 If any of the following transactions is (or has been) approved by the Board of Directors and Investors holding at least a majority of the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of such shares), each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations of the Company and liquidation preferences, of at least $8.00; (b) a financing transaction, the principal purpose of which is to raise capital for the Company; or (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested in connection with the transactions contemplated thereby.

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

Drag Along. 5.1 8.1 If at any time that is thirty-six (36) months after May 27, 2015, the Approving Parties (as defined below) vote in favor of or otherwise consent in writing to sell or transfer all or substantially all of the following shares, assets or business of the Company in any transaction or a series of transactions is that would qualify as a Liquidation Event and with the gross proceeds derived from such transactions being equal to or greater than US$1,000,000,000 (a “Change of Control”), then the Company shall promptly notify each of the remaining shareholders of the Company (the “Remaining Shareholders”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Parties) in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has beenlost or misplaced the relevant share certificate) approved on the same terms and conditions as were agreed to by the Board of Directors Approving Parties, provided, however, that such terms and Investors holding at least a majority of conditions, including with respect to price paid or received per share, may differ between the then-outstanding Series A-1 Ordinary Shares and the Preferred Shares (including Common Stock issued upon conversion without any limitation, in order to reflect any liquidation preference of such shares), each other Investor and each Current Stockholder shall vote its Investor the Preferred Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations participation rights of the Company and liquidation preferences, Preferred Shares). For purpose of at least $8.00; (b) a financing transactionthis Section 8.1, the principal purpose of which is to raise capital for “Approving Parties” shall mean (i) the Company; or (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer chief executive officer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions (ii) holders of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting at least one-second (1/2) of the Company’s stockholders relating to such transactionthen outstanding Series B Preferred Shares, to be present, in person or by proxy, as (iii) the holders of shares of capital stock at least two-thirds (2/3) of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transactionoutstanding Series A Preferred Shares, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, voting as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents a separate class on an as may be reasonably requested in connection with the transactions contemplated therebyconverted basis.

Drag Along. 5.1 (a) In the event that the Board of Directors and the Majority Investors approve any Company Transaction, each Stockholder will vote (to the extent such Stockholder is entitled to vote) for, consent to and raise no objections to such Company Transaction. Each Stockholder will waive any dissenter’s rights, appraisal rights or similar rights, to the extent applicable, in connection with any such Company Transaction. If any the Company Transaction is structured as a sale of stock, each Stockholder will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the following transactions is (or has been) terms and conditions approved by the Board of Directors and Investors holding at least a majority of the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of such shares), each other Investor and each Current Majority Investors. Each Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to will take all other necessary or desirable actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations of the Company and liquidation preferences, of at least $8.00; (b) a financing transaction, the principal purpose of which is to raise capital for the Company; or (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby consummation of the Company Transaction as requested by the Board of Directors and the Majority Investors including, without limitation, documents containing delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws). (b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will not be required to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) any representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held made by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested in connection with the transactions contemplated therebyCompany Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations of the Stockholder in connection with the Company Transaction have been duly authorized, if applicable; (y) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; (iii) the liability for indemnification, if any, of such Stockholder in the Company Transaction and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid to the Stockholders will be distributed pursuant to Section 3 of the Certificate of Incorporation, as if such Company Transaction were an Acquisition.

Drag Along. 5.1 If any 9.1. So long as the Company has not consummated a Qualified IPO within sixty (60) months after the Closing, if (i) the Approving Shareholders vote in favor of or otherwise consent in writing to sell or transfer all or substantially all of the following shares, assets or business of the Company in any transaction or a series of transactions is that would qualify as a Liquidation Event (a “Change of Control”) with the amount of gross proceeds derived therefrom of at least USD125,000,000 and (ii) if such transaction values the Company or the relevant assets or business of the Company at a valuation below USD300,000,000, it has been) been approved by Xxxxxxx Education Asia Limited (for so long as it has not transferred any Series C Preferred Shares purchased by it under the Board of Directors and Investors holding at least a majority Series C Share Purchase Agreement), then the Company shall promptly notify each of the then-outstanding Series A-1 remaining shareholders of the Company (the “Remaining Shareholders” and each a “Remaining Shareholder”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Shareholders) in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders (and if applicable, Xxxxxxx Education Asia Limited), provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including Common Stock issued upon conversion without any limitation, in order to reflect any liquidation preference of such shares), each other Investor and each Current Stockholder shall vote its Investor the Preferred Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations participation rights of the Company and liquidation preferences, Preferred Shares). The “Approving Shareholders” shall mean the all of (i) holders of at least $8.00; two-thirds (b2/3) of the then issued and outstanding Series A+ Preferred Shares and the outstanding Series A Preferred Shares voting together as a financing transaction, the principal purpose of which is to raise capital for the Companyseparate class on an as-converted basis; or (cii) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority at least two-thirds (2/3) of the shares then entitled to vote for the election issued and outstanding Series B Preferred Shares voting as a separate class on an as-converted basis; and (iii) holders of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer at least fifty percent (50%) of the Company, the Investors then issued and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents outstanding Series C Preferred Shares voting as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereofseparate class on an as-converted basis. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested in connection with the transactions contemplated thereby.

Drag Along. 5.1 (a) If any holders owning a majority of the following outstanding equity securities of the Company (on an as‐converted basis) (the “Approving Stockholders”) approve a transaction that would result in the acquisition of equity securities of the Company by a party that is not an Approving Stockholder or an affiliate thereof, by means of any transaction or series of related transactions is (including, without limitation, any merger, consolidation, sale, assignment, transfer, distribution or has beenissuance of stock with respect to the Company) approved by and pursuant to such transaction the Board holders of Directors and Investors holding the equity securities of the Company immediately prior to such transaction will not hold, directly or indirectly, at least a majority of the voting power of the surviving or continuing entity (a “Drag‐Along Transaction”), then-outstanding Series A-1 Shares , upon thirty (30) days’ written notice to Methodist (the “Drag‐Along Notice”), which notice shall include substantially all of the details of the proposed transaction, including Common Stock issued upon conversion the proposed time and place of closing and the consideration to be received by selling stockholders in such transaction, and provided the terms of such shares), each transaction as they apply to Methodist are the same terms as they apply to the other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds per share holders of Common Stock, as adjusted for splitsMethodist shall raise no objection to such Drag‐Along Transaction and be obligated to, reverse splits and shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such party, all of its shares of Common Stock then held by Methodist in the like same transaction at the closing thereof (and after payment will deliver such shares of Common Stock free and clear of all obligations of the Company and liquidation preferencesliens, of at least $8.00;claims, or encumbrances). (b) Methodist shall not be required to comply with Section 9(a) above in connection with a financing transaction, the principal purpose of which is to raise capital for the Company; orDrag-Along Transaction unless: (ci) an amendment Methodist is not required to the Company’s Amended and Restated Certificate of Incorporation make any representations or warranties, or to add a new sentence to the end of Article 5 thereof reading as followsprovide indemnification, “Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction Drag‐Along Transaction, other than to that: (A) Methodist holds all right, title and otherwise cooperate with interest in and execute to the shares of Common Stock Methodist purports to hold, free and deliver such other documents as may be reasonably requested clear of all liens and encumbrances, (B) the obligations of Methodist in connection with the transactions contemplated thereby transaction have been duly authorized, if applicable, and (C) the documents to be entered into by Methodist have been duly executed by Methodist and delivered to the acquirer and are enforceable (subject to customary limitations) against Methodist in accordance with their respective terms; (ii) Methodist is not required to agree to any restrictive covenant in connection with the Drag‐Along Transaction (including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees any covenant not to take any actions contrary compete or covenant not to their obligations under this Agreement andsolicit customers, after receiving proper notice employees or suppliers of any meeting party to the Drag‐Along Transaction) or any release of claims other than a release in customary form of claims arising solely in Methodist’s capacity as a stockholder of the Company’s ; (iii) Methodist and its Affiliates are not required to amend, extend or terminate any contractual or other relationship with the Company, the acquirer or their respective affiliates, except that Methodist may be required to agree to terminate the investment-related documents between or among Methodist, the Company and/or other stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted ; (iv) Methodist is not liable for the purposes breach of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transactionrepresentation, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual warranty or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take covenant made by any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested person in connection with the transactions contemplated therebyDrag‐Along Transaction, other than the Company; and (v) liability shall be limited to Methodist’s applicable share (determined based on the respective proceeds payable to each stockholder in connection with such Drag‐ Along Transaction in accordance with the provisions of the Charter) of a negotiated aggregate indemnification amount that applies equally to all stockholders but that in no event exceeds the amount of consideration otherwise payable to Methodist in connection with such Drag‐ Along Transaction.

Drag Along. 5.1 If any (a) In the event the Manager approves a Change of Control in accordance with this Agreement and the following transactions is Members by Majority Vote approve such Change of Control in writing, specifying that this Section 10.6 shall apply to such transaction, then each Member hereby agrees: (or has been1) approved by the Board of Directors and Investors holding at least a majority of the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of if such shares)Change in Control requires Member approval, each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to all Units that such SharesMember owns or over which such Member otherwise exercises voting power, to approve vote (A) all such transaction Units in favor of, and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: adopt, such Change of Control (a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations of the Company and liquidation preferences, of at least $8.00; (b) a financing transaction, the principal purpose of which is to raise capital for the Company; or (c) an together with any related amendment to the Company’s Amended governance documents required in order to implement such Change of Control), and Restated Certificate (B) in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of Incorporation the Company to add consummate such Change of Control; (2) if such Change of Control is to be effected by sale of the Units to a new sentence third party, to sell the end same proportion of Article 5 thereof reading Units beneficially held by such Member as followsis being sold by all other Members and, “Any director may be removedexcept as permitted in this Section below, with or without cause, by on the same terms and conditions as holders of a majority the same class or series of the shares then entitled Units are so selling; (3) to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver all related documentation and take such other documents as may be reasonably requested action in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting support of the Company’s stockholders relating to such transaction, to Change of Control as shall reasonably be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the CompanyCompany in order to carry out the terms and provisions of this Section 10.6, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, exchange agreement, consent, waiver, governmental filing, certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (4) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Units owned by such other documents as may be reasonably Member or its Affiliate in a voting trust or subject any Units to any arrangement or agreement with respect to the voting of such Units, unless specifically requested to do so by the acquirer in connection with the transactions contemplated therebyChange of Control; (5) not to assert or exercise any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Change of Control; and (6) if the consideration to be paid in exchange for the Units in any Change of Control includes any securities and due receipt thereof by any Member would require under applicable law (A) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities, or (B) the provision to any Member of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D, as promulgated under the Securities Act of 1933, as amended, the Company may cause to be paid to any such Member in lieu thereof, against surrender of the Units which would have otherwise been sold by such Member, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Member would otherwise receive as of the date of the issuance of such securities in exchange for such Member’s Units. (b) Notwithstanding the foregoing, no Member will be required to comply with the foregoing in connection with any proposed Change of Control unless: (1) any representations and warranties to be made by such Member in connection with such proposed Change of Control are limited to representations and warranties related to authority, ownership and the ability to convey title to such Member’s Units, including, without limitation, representations and warranties that (A) the Member holds all right, title and interest in and to the Units such Member purports to hold, free and clear of all liens and encumbrances, (B) the obligations of the Member in connection with the proposed Change of Control have been duly authorized, if applicable, (C) the documents to be entered into by the Member have been duly executed by the Member and delivered to the acquirer and are enforceable against the Member in accordance with their respective terms, and (D) neither the execution and delivery of documents to be entered into in connection with such proposed Change of Control, nor the performance of the Member’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (2) Member shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with such proposed Change in Control, other than the Company (except to the extent that funds may be paid in proportion to the amount of consideration to be received by such Member out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members); and (3) the liability for indemnification, if any, of such Member in such proposed Change of Control and for the inaccuracy of any representations and warranties made by the Company in connection with such proposed Change of Control, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members), and is pro rata in proportion to the amount of consideration paid to such Member in connection with such proposed Change of Control (in accordance with the provisions of the Company’s governance documents). (c) Each Member hereby constitutes and appoints the Manager with full power of substitution, as the proxies of the party with respect to the matters set forth in this Section 10.6, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Member’s Units in accordance with this Section. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the Members in connection with this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates. Each Member hereby revokes any and all previous proxies with respect to the Units and shall not hereafter, unless and until this Agreement terminates, purport to grant any other proxy or power of attorney with respect to any of the Units, deposit any of the Units into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Units, in each case, with respect to any of the matters set forth herein.

Drag Along. 5.1 If any of 2.1. In the following transactions is event that (or has beeni) approved by the Board of Directors and Investors holding at least a majority of the then-outstanding Series A-1 Shares Board, (including Common Stock issued upon conversion of such shares), each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (aii) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations of the Company and liquidation preferences, of at least $8.00; (b) a financing transaction, the principal purpose of which is to raise capital for the Company; or (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the outstanding shares of Common Stock then entitled to vote held by the Founders and (iii) the holders of a majority of the outstanding shares of Series A Preferred Stock and any other classes of shares provided for in the election Company’s Third Amended and Restated Articles of such director.Incorporation, as amended or restated (together, the “Requisite Holders” 5.2 If ) approve any act or transaction described in Section 3.3 of the completion Company’s Third Amended and Restated Certificate of any transaction subject to Section 5.1 requires Incorporation (the sale of outstanding capital stock to “Restated Certificate”), as amended or restated (an acquirer “Approved Sale”), (x) if the Approved Sale is structured as a merger or consolidation of the Company, or a sale of all or substantially all of the Investors Company’s assets, the Investor agrees to be present, in person or by proxy, at all meetings for the vote thereon, to vote all shares of capital stock held by such person for, or in connection with any solicitation of written consents from the stockholders of the Company, and Current Stockholders agree raise no objections to such Approved Sale, and to waive and refrain from exercising any dissenters’ dissenters rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents merger, consolidation or asset sale or (y) if the Approved Sale is structured as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting a sale of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all the Investor agrees to sell the Series B Stock and any other shares of capital stock then held by such holder may be counted for Investor on the purposes of determining terms and conditions approved by the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment Requisite Holders. Subject to the Certificate of Incorporation or Bylaws foregoing, the Investor shall each take all necessary to complete such transaction, and to take any other action reasonably requested desirable actions approved by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested Requisite Holders in connection with the transactions contemplated therebyconsummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and (2) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale.

Drag Along. 5.1 If any 8.1 In the event that each of Athyrium, Norgine, and Korys (together, the “Selling Investors”) approve a Sale of the following transactions is (or has been) approved by the Board of Directors and Investors holding at least a majority Company in writing, specifying that this Clause 8 shall apply to such transaction, then each of the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of such shares)Company, each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholdersAthyrium, Norgine, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completionKorys hereby agrees: (a) a Liquidating Transaction yielding proceeds per share of Common Stockif such 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 adjusted for splitsapplicable) all Shares in favour of, reverse splits and the like and after payment of all obligations adopt, such Sale of the Company (together with any related amendment to the Articles required in order to implement such Sale of the Company) and liquidation preferences, to vote in opposition to any and all other proposals that could delay or impair the ability of at least $8.00the Company to consummate such Sale of the Company; (b) if such transaction is a financing transactionShare Sale, to sell the principal purpose same proportion of which shares of share capital of the Company beneficially held by such Shareholder as is being sold by the Selling Investors to raise capital for the Company; orPerson to whom the Selling Investors propose to sell their Shares, and, except as permitted in Clause 8.2 below, on the same terms and conditions as the Selling Investors; (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver all related documentation and take such other documents as may be reasonably requested action in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting support of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock Sale of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may Company as shall reasonably be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the CompanyCompany or the Selling Investors in order to carry out the terms and provision of this Clause 8, 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 not to deposit, except as provided in this Agreement, any Shares of the Company owned by such other documents as may be reasonably 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 transactions contemplated therebySale of the Company; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company; (f) if the consideration to be paid in exchange for the Shares pursuant to this Clause 8 includes any securities and due receipt thereof by any Shareholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Shareholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Shareholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Shareholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and (g) in the event that the Selling Investors, in connection with such Sale of the Company, appoint a Shareholder representative (the “Shareholder Representative”) with respect to matters affecting the Shareholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, (x) to consent to (i) the appointment of such Shareholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Shareholder’s pro rata portion (on an as converted to Ordinary Shares basis) (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Shareholder Representative in connection with such Shareholder Representative’s services and duties in connection with such Sale of the Company and its related service as the representative of the Shareholders, and (y) not to assert any claim or commence any suit against the Shareholder Representative or any other Shareholder with respect to any action or inaction taken or failed to be taken by the Shareholder Representative in connection with its service as the Shareholder Representative, absent fraud or willful misconduct. 8.2 Notwithstanding the foregoing, neither Athyrium nor a Major Shareholder will be required to comply with Clause 8.1 above in connection with any proposed Sale of the Company (the “Proposed Sale”), and, for the avoidance of doubt, will not be required to comply with Clause 8.1 above in the event of a Sale of the Company approved pursuant to Section 8.8 of the Shareholders’ Agreement, unless: (a) any representations and warranties to be made by such Shareholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including representations and warranties that (i) the Shareholder holds all right, title and interest in and to the Shares such Shareholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Shareholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Shareholder have been duly executed by the Shareholder and delivered to the acquirer and are enforceable against the Shareholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Shareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Shareholder shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders); (c) the liability for indemnification, if any, of such Shareholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Shareholders in connection with such Proposed Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders), and is pro rata (on an as-converted to Ordinary Share basis) in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Proposed Sale; and (d) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s share capital will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of share capital, (ii) each holder of a series of Preference Shares will receive the same amount of consideration per share of such series of Preference Shares as is received by other holders in respect of their shares of such same series, (iii) each holder of Ordinary Shares will receive the same amount of consideration per share of Ordinary Shares as is received by other holders in respect of their shares of Ordinary Shares, and (iv) unless the holders of at least two-thirds of the Initially Issued Preference Shares elect to receive a lesser amount by written notice given to the Company at least ten (10) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preference Shares and Ordinary Shares shall be allocated among the holders of Preference Shares and Ordinary Shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preference Shares and the holders of Ordinary Shares are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Articles in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for the Shares pursuant to this Clause 8.2(d) includes any securities and due receipt thereof by any Shareholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Shareholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Shareholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Shareholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares. 8.3 No Selling Investor shall be a party to, or approve, any Share Sale unless all Selling Investors are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties to such Share Sale in the manner specified in the Articles in effect immediately prior to the Share Sale (as if such transaction were a Deemed Liquidation Event).

Drag Along. 5.1 If any (a) In the event the Manager approves a Change of Control in accordance with this Agreement and the following transactions is Members by Majority Vote approve such Change of Control in writing, specifying that this Section 10.1 shall apply to such transaction, then each Member hereby agrees: (or has been1) approved by the Board of Directors and Investors holding at least a majority of the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of if such shares)Change in Control requires Member approval, each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to all Units that such SharesMember owns or over which such Member otherwise exercises voting power, to approve vote (A) all such transaction Units in favor of, and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: adopt, such Change of Control (a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations of the Company and liquidation preferences, of at least $8.00; (b) a financing transaction, the principal purpose of which is to raise capital for the Company; or (c) an together with any related amendment to the Company’s Amended governance documents required in order to implement such Change of Control), and Restated Certificate (B) in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of Incorporation the Company to add consummate such Change of Control; (2) if such Change of Control is to be effected by sale of the Units to a new sentence third party, to sell the end same proportion of Article 5 thereof reading Units beneficially held by such Member as followsis being sold by all other Members and, “Any director may be removedexcept as permitted in this Section below, with or without cause, by on the same terms and conditions as holders of a majority the same class or series of the shares then entitled Units are so selling; (3) to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver all related documentation and take such other documents as may be reasonably requested action in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting support of the Company’s stockholders relating to such transaction, to Change of Control as shall reasonably be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the CompanyCompany in order to carry out the terms and provisions of this Section 10.1, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, exchange agreement, consent, waiver, governmental filing, certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (4) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Units owned by such other documents as may be reasonably Member or its Affiliate in a voting trust or subject any Units to any arrangement or agreement with respect to the voting of such Units, unless specifically requested to do so by the acquirer in connection with the transactions contemplated therebyChange of Control; (5) not to assert or exercise any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Change of Control; and (6) if the consideration to be paid in exchange for the Units in any Change of Control includes any securities and due receipt thereof by any Member would require under applicable law (A) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities, or (B) the provision to any Member of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D, as promulgated under the Securities Act of 1933, as amended, the Company may cause to be paid to any such Member in lieu thereof, against surrender of the Units which would have otherwise been sold by such Member, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Member would otherwise receive as of the date of the issuance of such securities in exchange for such Member’s Units. (b) Notwithstanding the foregoing, no Member will be required to comply with the foregoing in connection with any proposed Change of Control unless: (1) any representations and warranties to be made by such Member in connection with such proposed Change of Control are limited to representations and warranties related to authority, ownership and the ability to convey title to such Member’s Units, including, without limitation, representations and warranties that (A) the Member holds all right, title and interest in and to the Units such Member purports to hold, free and clear of all liens and encumbrances, (B) the obligations of the Member in connection with the proposed Change of Control have been duly authorized, if applicable, (C) the documents to be entered into by the Member have been duly executed by the Member and delivered to the acquirer and are enforceable against the Member in accordance with their respective terms, and (D) neither the execution and delivery of documents to be entered into in connection with such proposed Change of Control, nor the performance of the Member’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (2) Member shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with such proposed Change in Control, other than the Company (except to the extent that funds may be paid in proportion to the amount of consideration to be received by such Member out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members); and (3) the liability for indemnification, if any, of such Member in such proposed Change of Control and for the inaccuracy of any representations and warranties made by the Company in connection with such proposed Change of Control, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members), and is pro rata in proportion to the amount of consideration paid to such Member in connection with such proposed Change of Control (in accordance with the provisions of the Company’s governance documents). (c) Each Member hereby constitutes and appoints the Manager with full power of substitution, as the proxies of the party with respect to the matters set forth in this Section 10.1, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Member’s Units in accordance with this Section. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the Members in connection with this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates. Each Member hereby revokes any and all previous proxies with respect to the Units and shall not hereafter, unless and until this Agreement terminates, purport to grant any other proxy or power of attorney with respect to any of the Units, deposit any of the Units into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Units, in each case, with respect to any of the matters set forth herein.

Drag Along. 5.1 If (i) the Majority Preferred Holders approve a bona-fide, arms-length proposal from a third party that is not an Affiliate of any of the following transactions is Preferred Shareholders for a Company Sale (or a “Sale Proposal”), (ii) such Sale Proposal has been) been approved by the Board of Directors with the consent required by Section 4.3(f)(ii), and Investors holding at least (iii) the Majority Preferred Holders give a majority notice in writing to each of the then-outstanding Series A-1 Shares other Shareholders (including Common Stock issued upon conversion a “Drag Along Notice”) requiring him to do so, each of the other Shareholders shall (if the Company Sale involves the sale of equity securities held by such Shareholders) sell or transfer all of such shares), each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual equity securities held by such Shareholder to a third party specified in the Drag Along Notice in accordance with the Drag Along Notice or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize (if the Company Sale involves the sale of assets or a merger or consolidation) vote and its officers to take all procure the Company or any other actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations member of the Company and liquidation preferences, of at least $8.00; (b) a financing transaction, the principal purpose of which is Group or their respective directors to raise capital for the Company; or (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority vote in favor of the shares then entitled Sale Proposal and otherwise take all necessary actions to vote for cause the election of such director.” 5.2 If Company Sale to be consummated in accordance with the completion of any transaction subject to Section 5.1 requires Drag Along Notice, and (if the Company Sale involves the sale of outstanding capital stock to an acquirer assets or equity interests in any member of the Company Group other than the Company, ) to procure the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting relevant members of the Company’s stockholders relating Company Group to such transactiondeclare and pay dividends and other distributions, to be presentrepay shareholder loans or effect a redemption of shares, in person share repurchase, capital reduction or by proxy, as holders of shares of capital stock of the Company, at all such meetings, liquidation or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested to procure that the sale proceeds (and if the Sale Proposal is for a sale of assets or of a member of the Company Group other than the Company or a merger or consolidation, the sale proceeds net of taxes arising on such sale and reasonable expenses incurred by the Company, including, without limitation, executing and delivering Company Group) shall be distributed to the Shareholders in accordance with the Drag Along Notice; including but not limited to converting all Preferred Shares held by such other documents as may be reasonably requested Shareholder into Class A Common Shares prior to the sale of such shares in connection with such Company Sale; provided, however, the transactions contemplated therebyPreferred Shareholders shall be entitled to issue a Drag Along Notice only if the Company Sale shall have a valuation of no less than US$100,000,000.

Drag Along. 5.1 If any Subject to the provisions of Article ‎22 (Protective Covenants) below to the following transactions is (or has been) approved by extent applicable, but notwithstanding the provisions of Articles ‎12.2 and ‎12.3 above: 12.4.1. In the event that the Board of Directors and Investors holding at least a majority of Directors, or the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of such shares), each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations of the Company and liquidation preferences, of at least $8.00; (b) a financing transaction, the principal purpose of which is to raise capital for the Company; or (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer Shareholders of the Company, as applicable, approve, pursuant to the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting relevant sections of the Company’s stockholders relating to such transactionShareholders Agreement, a binding offer (in this Article ‎12.4, the “Offer”) received from any Person(s) who is not an Affiliate or Permitted Transferee of a Shareholder (an “Acquirer”), to be present, effect a transaction or a series of related transactions resulting in person the purchase of all or by proxy, as holders substantially all of the shares of capital stock or assets of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held whether effected by such holder may be counted for the purposes of determining the presence way of a quorum at such meetings and share sale, asset sale, merger, acquisition or otherwise (in this Article ‎12.4, the “Proposed Transaction”), then all Shareholders shall be compelled: (i) if asked to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested do so by the Company, includingthe Board of Directors, without limitationthe Shareholders’ meeting or by the Acquirer, executing to sell all of its shares and delivering other Equity Securities in the Company to the Acquirer, free and clear of any Security Interest other than those created by the Shareholders Agreement and this Articles, and under the same terms stated in the Offer (including the same price per Share, warranties, holdbacks, covenants and indemnities), and (ii) not to oppose such Proposed Transaction and, if applicable, vote all of their shares in favor of such Proposed Transaction. 12.4.2. If compelled to sell, at the closing of the Proposed Transaction, the Shareholders shall (to the extent required by the Company or the Acquirer) deliver certificates evidencing its ownership of the shares (or Equity Securities, as applicable) being sold by them, accompanied by a duly executed written instruments of transfer in form satisfactory to the Acquirer, against delivery of the closing purchase price therefor and take any other documents as actions and sign any other document reasonably necessary to effect such Proposed Transaction. 12.4.3. The Shareholders hereby agree that the provisions of Section 341 of the Companies Law shall not apply to them, to the extent such provisions may be reasonably requested waived. Without derogating from the aforesaid and in connection with addition to it, to the transactions contemplated therebyextent that the provisions of Section 341 of the Companies Law cannot be waived, (i) the majority required for a forced sale pursuant to Sections 341(d) of the Companies Law shall be 50% of the voting rights in the Company and for the purpose of Section 8.5 of the Shareholders Agreement (and for that purpose only), it shall be the holdings of L Cxxxxxxxx in the Company at the relevant time it exercises its drag right pursuant to that Section, and (ii) to the extent permitted by law, the notices that should be sent by the Acquirer according to the provisions set forth in Section 341(a) and 341(c) of the Companies Law may be sent by either the Acquirer or the Company and the time frame set forth in the aforementioned provisions for sending each of such notices under Section 341, shall not be limited to the time frame specified therein. 12.4.4. In the event of a conflict between the provisions of (or the exercise of rights pursuant to) this Article ‎12.4 (Drag Along) and the provisions of Article ‎12.3 (Tag Along), then the provisions of this Article ‎12.4 shall prevail.

Drag Along. 5.1 If any (a) Subject to this Section 3.6, if Holders holding not less than two-thirds (2/3) of the following transactions is U.S. Company Common Stock on a Fully Converted Basis (voting together as a single class) approve (“Majority Approval”) a Change of Control transaction, whether at a meeting of Holders, by written consent in lieu of a meeting of Holders or has beenby the tender of their shares, then all Holders shall be obligated to: (i) vote all Shares held by the Holders in favour of such transaction; (ii) sell, transfer or exchange all of the Shares held by the Holders in connection with such transaction on the same terms as those approved by Majority Approval; and (iii) execute and deliver such instruments of conveyance and transfer and take such other action, including executing any purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, as may be reasonably required by the Board Corporation or U.S. Company in order to carry out the terms and provisions of Directors and Investors holding at least a majority this Section 3.6. (b) The obligations of the then-outstanding Series A-1 Shares Holders set forth in this Section 3.6 shall apply with respect to a particular Holder for any proposed Change of Control transaction only if: (including Common Stock issued upon conversion i) the liability for indemnification, if any, of such shares)Holder in the proposed Change of Control transaction and for the inaccuracy of any representations and warranties made by the Corporation or U.S. Company in connection with such proposed Change of Control transaction, each is several and not joint with any other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholdersperson, and give written consent is pro rata in proportion to the amount of consideration paid to such Holder in connection with such proposed Change of Control transaction (in accordance with the provisions of U.S. Company certificate of incorporation); (ii) such Holder’s indemnification obligations under a proposed Change of Control transaction would not exceed the proceeds actually paid to such Holder with respect to such proposed Change of Control transaction, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; (iii) any representations and warranties to be made by such Holder in connection with the proposed Change of Control transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to approve such transaction representations and warranties that (A) the Holder holds all right, title and interest in and to authorize the Company Shares such Holder purports to hold, free and its officers clear of all liens and encumbrances, (B) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable, (C) the documents to take all other actions reasonably necessary for its completion:be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable against the Holder in accordance with their respective terms and (D) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (aiv) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the proposed Change of Control transaction, other than the Corporation or U.S. Company; (v) upon the consummation of the proposed Change of Control transaction, (A) each holder of each series of U.S. Company Preferred Stock will receive the same form of consideration for such series, (B) each holder of a Liquidating Transaction yielding proceeds series of U.S. Company Preferred Stock will receive the same amount of consideration per share of such series of U.S. Company Preferred Stock, (C) each holder of U.S. Company Common Stock will receive the same amount of consideration per share of U.S. Company Common Stock, as adjusted for splits, reverse splits and (D) the aggregate consideration receivable by all holders of the U.S. Company Preferred Stock and U.S. Company Common Stock shall be allocated among the holders of U.S. Company Preferred Stock and U.S. Company Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of U.S. Company Preferred Stock and the like holders of U.S. Company Common Stock are entitled in a Change of Control transaction in accordance with U.S. Company’s certificate of incorporation in effect immediately prior to the proposed Change of Control transaction; and (vi) subject to clause (v) above, requiring the same form of consideration to be received by the holders of U.S. Company Preferred Stock, if any holders of U.S. Company Preferred Stock are given an option as to the form and after payment amount of all obligations consideration to be received as a result of the Company and liquidation preferences, proposed Change of at least $8.00; (b) a financing Control transaction, all holders of such capital stock will be given the principal purpose of which is to raise capital for the Company; orsame option. (c) an amendment In addition, no Holder shall be a party to the Company’s Amended and Restated Certificate a Change of Incorporation to add Control transaction structured as a new sentence to the end sale of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, stock by the Holders (“Stock Sale”) unless all holders of a majority of the shares then entitled Preferred Stock are allowed to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights participate in connection with any such transaction and otherwise cooperate with and execute and deliver the consideration received pursuant to such other documents transaction is allocated among the parties thereto in the manner specified in U.S. Company’s certificate of incorporation in effect immediately prior to the Stock Sale (as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and if such other representations and warranties as are appropriate in transactions transaction were a liquidation event under Section C.2 of this type. Article Fourth). (d) Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders Holders hereby grants U.S. Company a proxy covering the total number of shares Shares of capital stock of the Company, at all such meetings, U.S. Company directly or adjournments thereof, such that all shares indirectly acquired (of capital stock then held record or beneficially) by such holder may be counted party for the purposes of determining approving a Change of Control transaction which complies with this Section 3.6. Each party delivering this proxy hereby agrees that the presence of a quorum at such meetings proxy is coupled with an interest and to return any written consent relating to such transaction within two (2) business days of receipt thereofis irrevocable. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested in connection with the transactions contemplated thereby.

Drag Along. 5.1 If any of (a) In the following transactions is (or has been) approved by event the Board approves a Change of Directors Control in accordance with this Agreement and Investors holding at least a majority the Members by Majority Vote approve such Change of the then-outstanding Series A-1 Shares Control in writing, specifying that this Section 10.1 shall apply to such transaction, then each Member hereby agrees: (including Common Stock issued upon conversion of 1) if such shares)Change in Control requires Member approval, each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to all Units that such SharesMember owns or over which such Member otherwise exercises voting power, to approve vote (A) all such transaction Units in favor of, and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: adopt, such Change of Control (a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations of the Company and liquidation preferences, of at least $8.00; (b) a financing transaction, the principal purpose of which is to raise capital for the Company; or (c) an together with any related amendment to the Company’s Amended governance documents required in order to implement such Change of Control), and Restated Certificate (B) in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of Incorporation the Company to add consummate such Change of Control; (2) if such Change of Control is to be effected by sale of the Units to a new sentence third party, to sell the end same proportion of Article 5 thereof reading Units beneficially held by such Member as followsis being sold by all other Members and, “Any director may be removedexcept as permitted in this Section below, with or without cause, by on the same terms and conditions as holders of a majority the same class or series of the shares then entitled Units are so selling; (3) to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver all related documentation and take such other documents as may be reasonably requested action in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting support of the Company’s stockholders relating to such transaction, to Change of Control as shall reasonably be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the CompanyCompany in order to carry out the terms and provisions of this Section 10.1, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, exchange agreement, consent, waiver, governmental filing, certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (4) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Units owned by such other documents as may be reasonably Member or its Affiliate in a voting trust or subject any Units to any arrangement or agreement with respect to the voting of such Units, unless specifically requested to do so by the acquirer in connection with the transactions contemplated therebyChange of Control; (5) not to assert or exercise any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Change of Control; and (6) if the consideration to be paid in exchange for the Units in any Change of Control includes any securities and due receipt thereof by any Member would require under applicable law (A) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities, or (B) the provision to any Member of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D, as promulgated under the Securities Act of 1933, as amended, the Company may cause to be paid to any such Member in lieu thereof, against surrender of the Units which would have otherwise been sold by such Member, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Member would otherwise receive as of the date of the issuance of such securities in exchange for such Member’s Units. (b) Notwithstanding the foregoing, no Member will be required to comply with the foregoing in connection with any proposed Change of Control unless: (1) any representations and warranties to be made by such Member in connection with such proposed Change of Control are limited to representations and warranties related to authority, ownership and the ability to convey title to such Member’s Units, including, without limitation, representations and warranties that (A) the Member holds all right, title and interest in and to the Units such Member purports to hold, free and clear of all liens and encumbrances, (B) the obligations of the Member in connection with the proposed Change of Control have been duly authorized, if applicable, (C) the documents to be entered into by the Member have been duly executed by the Member and delivered to the acquirer and are enforceable against the Member in accordance with their respective terms, and (D) neither the execution and delivery of documents to be entered into in connection with such proposed Change of Control, nor the performance of the Member’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (2) Member shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with such proposed Change in Control, other than the Company (except to the extent that funds may be paid in proportion to the amount of consideration to be received by such Member out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members); and (3) the liability for indemnification, if any, of such Member in such proposed Change of Control and for the inaccuracy of any representations and warranties made by the Company in connection with such proposed Change of Control, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members), and is pro rata in proportion to the amount of consideration paid to such Member in connection with such proposed Change of Control (in accordance with the provisions of the Company’s governance documents). (c) Each Member hereby constitutes and appoints the Board with full power of substitution, as the proxies of the party with respect to the matters set forth in this Section 10.1, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Member’s Units in accordance with this Section. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the Members in connection with this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates. Each Member hereby revokes any and all previous proxies with respect to the Units and shall not hereafter, unless and until this Agreement terminates, purport to grant any other proxy or power of attorney with respect to any of the Units, deposit any of the Units into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Units, in each case, with respect to any of the matters set forth herein.

Drag Along. 5.1 If any of (i) In the following transactions is (or has been) approved by event that the Company’s Board of Directors and Investors holding at least the holders of shares of capital stock of the Company that represent a majority by voting power of all outstanding shares of capital stock of the then-outstanding Series A-1 Shares Company (including Common Stock issued upon conversion of such shares)the “Majority Stockholders”) approve a Corporate Transaction, each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent then MD Xxxxxxxx hereby agrees with respect to such all shares of capital stock that MD Xxxxxxxx holds and any other Company securities over which it otherwise exercises dispositive power, including without limitation the Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (aii) a Liquidating in the event such Corporate Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and requires the like and after payment of all obligations approval of the Company and liquidation preferences, of at least $8.00; (b) a financing transaction, the principal purpose of which is to raise capital for the Company; or (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer stockholders of the Company, (A) if the Investors and Current Stockholders agree matter is to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as brought to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement anda vote at a stockholder meeting, after receiving proper notice of any meeting of stockholders of the Company’s stockholders relating Company to vote on the approval of such transactionCorporate Transaction, to be present, in person or by proxy, as holders a holder of shares of capital stock of the Companystock, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may meetings and be counted for the purposes of determining the presence of a quorum at such meetings meetings; and to return any written consent relating to such transaction within two (2B) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares(in person, by proxy or by action by written consent, as applicable) all shares of capital stock held by (or for the benefit of) MD Xxxxxxxx in favor of such Corporate Transaction and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Corporate Transaction; (iii) in the event that the Corporate Transaction is to be effected by the sale of shares of capital stock by the Majority Stockholders (the “Selling Holders”) without the need for stockholder approval, MD Xxxxxxxx agrees to sell all shares of capital stock beneficially held by MD Xxxxxxxx (or in the event that the Selling Holders are selling fewer than all of their shares of capital stock of the Company, shares in the same proportion as the Selling Holders are selling) to the Person to whom the Selling Holders propose to sell their shares of capital stock of the Company; (iv) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any annual or special meeting of stockholders, and to give written consent time with respect to such Shares, Corporate Transaction; (v) to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete execute and deliver all related documentation and take such transaction, and to take any other action in support of the Corporate Transaction as shall reasonably be requested by the Company; and (vi) not to deposit, includingand to cause MD Anderson’s affiliates not to deposit, without limitationany voting securities owned by MD Xxxxxxxx or MD Anderson’s affiliates in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such shares of capital stock of the Company, executing and delivering such other documents as may be reasonably unless specifically requested to do so by the acquiror in connection with a Corporate Transaction. (vii) Notwithstanding the transactions contemplated therebyforegoing, MD Xxxxxxxx will not be required to comply with this Section 5(a) in connection with any proposed Corporate Transaction unless: (A) MD Xxxxxxxx receives with respect to MD Anderson’s shares of a class or series of capital stock consideration per share that is no less than every other stockholder participating in the transaction with respect to his, her or its shares of the same class or series of capital stock; (B) the proceeds payable to MD Xxxxxxxx in connection with such transaction are equal to or greater than the proceeds required to be paid to MD Xxxxxxxx pursuant to the Company’s Certificate of Incorporation; (C) the maximum liability of MD Xxxxxxxx in connection with such Corporate Transaction does not exceed the consideration payable to MD Xxxxxxxx in such transaction (other than in the case of potential liability for fraud, willful or intentional breach, or willful or intentional misconduct or breach of a representation by MD Xxxxxxxx relating to MD Anderson’s title to its securities as to which liability there need not be any such limitation); and (D) the terms of such Corporate Transaction applicable to MD Xxxxxxxx are materially no less favorable than the terms applicable to each other stockholder holding the same class or series of shares as MD Xxxxxxxx.

Drag Along. 5.1 If any of (a) In the following transactions event that an Acquisition or Asset Transfer (each as defined in the Restated Certificate, as amended from time to time) (an Acquisition or an Asset Transfer being an “Approved Transaction”) is (or has been) approved by (x) the Board of Directors and Investors holding at least a majority of the then-outstanding Series A-1 Shares Directors, (including Common Stock issued upon conversion of such shares), each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (ay) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations of the Company and liquidation preferences, holders of at least $8.00; sixty-five percent (b65%) a financing transactionof the then outstanding shares of Preferred Stock, the principal purpose of which is to raise capital for the Company; or and (cz) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the then outstanding shares of Common Stock (such holders under “y” and “z” being the “Requisite Holders”), then entitled (i) for any such Acquisition or Asset Transfer, each Key Holder, Investor and Designated Common Stockholder agrees to be present, in person or by proxy, at all meetings for the vote thereon or action by written consent, to vote for the election all shares of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock held by such person for and raise no objections to an acquirer of the Companysuch Acquisition or Asset Transfer, the Investors and Current Stockholders agree to waive and refrain from exercising any dissenters’ dissenters rights, appraisal rights or similar rights in connection with any such transaction Acquisition or Asset Transfer and otherwise cooperate with and execute and deliver (ii) if such other documents Acquisition is structured as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting a sale of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetingseach Key Holder, or adjournments thereof, such that Investor and Designated Common Stockholder shall agree to sell all shares of the Company’s capital stock then held by them on the terms and conditions approved by the Requisite Holders; provided, however, in each case that such holder may terms do not provide that such Key Holder, Investor or Designated Common Stockholder would receive as a result of such Acquisition or Asset Transfer less than the amount that would be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating distributed to such transaction within two (2) business days Key Holder, Investor or Designated Common Stockholder in the event the proceeds of receipt thereofsuch Acquisition or Asset Transfer of the Company were distributed in accordance with the liquidation preferences set forth in the Restated Certificate, as amended from time to time. 5.3 In (b) Subject to Section 1.7(a), the case of a financing transactionKey Holders, Investors and Designated Common Stockholders shall each Investor take all necessary and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested desirable actions approved by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested Requisite Holders in connection with the transactions contemplated therebyconsummation of such Acquisition or Asset Transfer, including the execution of such agreements and such instruments and other actions reasonably necessary to (i) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Acquisition or Asset Transfer; provided, however, that pursuant to the terms of such Acquisition or Asset Transfer, the Key Holders, Designated Common Stockholders and Investors shall not be required to give any representations and warranties regarding the operations and conditions (financial and otherwise) of the Company and its business, assets and liabilities (unless such Key Holders, Designated Common Stockholders or Investors are officers of the Company and are giving such representations and warranties solely in such capacity as such officers and not in their capacity as a holder of the Company’s capital stock), and (ii) effectuate the allocation and distribution of the aggregate consideration upon such Acquisition or Asset Transfer.

Drag Along. 5.1 If any of the following transactions is (or has been) approved by the Board of Directors and Investors holding at least a majority of the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of such shares), each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds per share of Common StockThe Charterhouse Parties shall, as adjusted for splits, reverse splits and promptly following the like and after payment of all obligations effectiveness of the Company Registration Statement (and liquidation preferences, of at least $8.00; in any event no later than five (b5) a financing transaction, the principal purpose of which is to raise capital for the Company; or Business Days after such effectiveness): (ci) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by cause the holders of a majority of the shares then entitled Existing Company Shares, which holders, together with the Supporting Company Holders, shall be sufficient to vote for constitute the election of Vendor Shareholders (as defined in the Existing Company Articles), to deliver to (A) the SPAC and the Company a duly executed Joinder Agreement and a duly executed Election Agreement and (B) the Exchange Agent, such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital Election Form and, if applicable, properly completed stock to an acquirer transfer form(s), in each case in respect of the CompanyExisting Company Shares and Loan Notes held by such holder; and (ii) cause the applicable Vendor Shareholders to provide a Drag Along Notice to the Called Shareholders, with such notice to contain such information as is required by and to be served in accordance with the Existing Company Articles. To the extent (i) any Existing Company Shares and/or Loan Notes are transferred to any third party other than pursuant to the terms of this Agreement or (ii) any securities (including any shares, voting securities or loan capital) are issued in the capital of the Company or any of its Subsidiaries during the Interim Period, the Investors Charterhouse Parties shall cause the Vendor Shareholders to provide a Drag Along Notice, with such notice to contain such information as is required by and Current Stockholders agree to waive be served in accordance with the Existing Company Articles, to any dissenters’ rightsand all owners of share or loan capital of the Company or any of its Subsidiaries from time to time as soon as reasonably practicable (and in any event no later than five (5) Business Days prior to the Closing Date). (b) Promptly following the provision of the Drag Along Notice by the Vendor Shareholders to the Called Shareholders in accordance with Section 6.05(a), appraisal rights the Charterhouse Parties shall cause all Called Shareholders to deliver, at least five (5) Business Days prior to the Closing Date, (i) to the SPAC and the Company a duly executed Joinder Agreement and a duly executed Election Agreement and (ii) to the Exchange Agent, such Election Agreement and properly completed stock and/or note transfer form(s), in each case in respect of the Existing Company Shares and the Loan Notes held by such Called Shareholder. Subject to the satisfaction of the obligations in Section 6.05(a), in the event that any Called Shareholder has not delivered to the SPAC and the Company a duly executed Joinder Agreement and a duly executed Election Agreement (and to the Exchange Agent such Election Agreement and properly completed stock and/or note transfer form(s)) prior to the date that is five (5) Business Days prior to the Closing Date, then the Company shall cause any director of the Company or similar rights in connection with any such transaction and otherwise cooperate with and Vendor Shareholder to, pursuant to Article 48.10 of the Existing Company Articles, execute and deliver a Joinder Agreement, an Election Agreement and such stock and/or note transfer form(s) (and any such other agreements or documents necessary) in the name of and as may be reasonably requested in connection with an agent for any such Called Shareholder, effective as of the transactions contemplated thereby including, without limitation, documents containing representations Closing. (c) From and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions after the date hereof until the earlier of the Closing or the termination of this type. Each Investor Agreement in accordance with Section 12.01, none of the Charterhouse Parties shall sell, transfer or assign any of such Charterhouse Party’s Existing Company Shares, other than to an Affiliate of such Charterhouse Party who agrees to be bound by the terms and Current Stockholder agrees conditions of the Existing Company Articles and of this Agreement. (d) Prior to the Closing, the Charterhouse Parties shall not consent to take any actions contrary to their obligations under this Agreement and, after receiving proper notice transfer of any meeting Existing Company Shares without the prior written consent of the Company’s stockholders relating SPAC other than to an Affiliate of such transaction, transferee who agrees to be present, in person or bound by proxy, as holders of shares of capital stock the terms and conditions of the Company, at all such meetings, or adjournments thereof, such that all shares Existing Company Articles and of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereofthis Agreement. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested in connection with the transactions contemplated thereby.

Drag Along. 5.1 If (a) Except as provided in Section 2.4(b), if a majority in interest of the Xxx Investors and a majority in interest of the Xxxx Investors (referred to in this Section 2.4 collectively as the "Take Along Group") shall ---------------- determine jointly to sell or exchange (in a business combination or otherwise) any of their Shares in one or a series of bona fide ---- ---- arms-length transactions to a Third Party who is not an Affiliate or an Associate of the following transactions is Take Along Group, then, upon thirty (30) days written notice from the Take Along Group, which notice shall include reasonable details of the proposed sale or has been) approved exchange including the proposed time and place of closing and the consideration to be received by the Board of Directors and Investors holding at least a majority of Stockholders (such notice being referred to as the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of such shares"Sale Request"), each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholdersbe obligated to, and give written consent with respect ------------ shall (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such SharesThird Party, in the same transaction at the closing thereof the same percentage of such Stockholder's shares of Common Stock as is equal to approve the percentage of the shares of Common Stock owned by the Take Along Group as of the date of the Sale Request that are being sold by the Take Along Group in such transaction or transactions, (ii) deliver certificates for all of his or its shares of Common Stock at the closing, free and clear of all claims, liens and encumbrances, (iii) upon request, consent to authorize the Company and its officers cancellation of all Vested Stock Options for an amount per underlying share of Common Stock equal to take all other actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds the difference between the consideration per share of Common Stock, as adjusted for splits, reverse splits Stock referenced in the preceding clause (i) and the like exercise price of such Vested Stock Options, and after payment of all obligations (iv) if stockholder approval of the Company and liquidation preferencestransaction is required, vote his or its Shares in favor thereof. Each Stockholder (including the members of at least $8.00;the Take Along Group) shall receive the same consideration per share of Common Stock upon any sale pursuant to this Section 2.4. (b) a financing transaction, the principal purpose of which is to raise capital for the Company; or (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions The provisions of this type. Each Investor and Current Stockholder agrees Section 2.4 shall not apply to take (i) any actions contrary Transfer pursuant to their obligations under this Agreement and, after receiving proper notice of any meeting of the Company’s stockholders relating a Public Offering or pursuant to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetingsa Rule 144 Transaction, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for (ii) any Transfer completed after the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereofPublic Float Date. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested in connection with the transactions contemplated thereby.

Drag Along. 5.1 Section 8.1 If any prior to the closing of a Qualified IPO, the Approving Shareholders (as defined below) vote in favor of or otherwise consent in writing to sell or transfer all or substantially all of the following shares, assets or business of the Company in any transaction or a series of transactions is that would qualify as a Liquidation Event (a “Change of Control”), then the Company shall promptly notify each of the remaining shareholders of the Company (the “Remaining Shareholders”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Shareholders) in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has beenlost or misplaced the relevant share certificate) approved on the same terms and conditions as were agreed to by the Board of Directors Approving Shareholders, provided, however, that such terms and Investors holding at least a majority of conditions, including with respect to price paid or received per share, may differ between the then-outstanding Series A-1 Ordinary Shares and the Preferred Shares (including Common Stock issued upon conversion without any limitation, in order to reflect any liquidation preference of such shares), each other Investor and each Current Stockholder shall vote its Investor the Preferred Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations participation rights of the Company and liquidation preferences, Preferred Shares). For purpose of at least $8.00; (b) a financing transactionthis Article VIII, the principal purpose “Approving Shareholders” shall mean (i) the holders of which is to raise capital for more than fifty percent (50%) of the Company; or then outstanding Ordinary Shares (cexcluding any Ordinary Shares converted from Preferred Shares) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add voting as a new sentence to the end of Article 5 thereof reading as followsseparate class, “Any director may be removed, with or without cause, by the (ii) holders of a majority of the shares then entitled to vote for the election outstanding Series A Preferred Shares, voting as a separate class on an as converted basis, (iii) holders of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer a majority of the Companythen outstanding Series B Preferred Shares, the Investors voting as a separate class on an as converted basis, and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions (iv) holders of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting a majority of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder outstanding Series C Preferred Shares, voting as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents a separate class on an as may be reasonably requested in connection with the transactions contemplated therebyconverted basis.

Drag Along. 5.1 (a) 21 applies. (b) If any the Buyer desires to exercise its Drag-Along Rights, it shall give written notice to the other Stockholder ("Drag-Along Notice") of the Company Sale, setting forth the name and address of the transferee, the date on which such transaction is proposed to be consummated (which shall be not less than 30 days after the date such Drag-Along Notice is given), and the proposed amount of cash consideration and terms and conditions of payment offered by such transferee. (c) The obligations of the Stockholders in respect of a Company Sale under this Section 8.2 are subject to the satisfaction of the following transactions is conditions: (or has beeni) approved by subject to (v) below, upon the Board of Directors and Investors holding at least a majority consummation of the then-outstanding Series A-1 Shares (including Company Sale, consideration of equivalent value in cash or Cash Equivalents realized upon such Company Sale shall be paid or distributed in respect of each share of Common Stock then issued upon conversion and outstanding; (ii) each holder of then currently exercisable rights to acquire shares of Common Stock will be given a reasonable opportunity to exercise such rights prior to the consummation of the Company Sale and thereby to participate in such sale as a holder of such shares)Common Stock; (iii) there shall be no liability of NRG for indemnification in respect of any matters arising pursuant to or in connection with the Company Sale, each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent than with respect to such SharesNRG's ownership of its shares of Common Stock; (iv) NRG shall not be required to make general representations or warranties regarding the financial condition, to approve such transaction and to authorize business, assets or affairs of the Company and its officers to Subsidiaries; (v) the valuation of NRG's shares of Common Stock shall take all other actions reasonably necessary into account not only the consideration received by the Buyer for its completion: (a) a Liquidating Transaction yielding proceeds per share Common Stock but also any consideration received by the Buyer or its for the sale, transfer or disposition of Common Stockany ownership or other interests, as adjusted for splitscontract rights, reverse splits and the like and after payment of all obligations permits or any other asset of the Buyer or its Affiliates with respect to its investment in the Company and liquidation preferences, of at least $8.00; (b) a financing transaction, the principal purpose of which is related to raise capital for the Company; or (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, contemplated by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock the Buyer's Common Stock; and (vi) NRG shall be given a reasonable opportunity to an acquirer of review and provide comments to the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights agreements or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereofCompany Sale. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested in connection with the transactions contemplated thereby.

Drag Along. 5.1 If any Subject to Section 2.2, in the event that the holders of the following transactions is (or has been) approved by the Board of Directors and Investors holding at least a majority of the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of such shares(collectively, the “Electing Holders”), each other Investor including any Shares voting on an as-converted to Common Stock basis, approve a Change of Control (as defined in the Certificate of Designations) and each Current Stockholder specify that this Section 2 shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect apply to such Sharestransaction, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completioneach Purchaser shall: (a) a Liquidating Transaction yielding proceeds per share if such transaction requires stockholder approval, with respect to all shares of Common StockSeries A Preferred Stock and any other Voting Securities that such holder owns or over which such holder otherwise exercises voting power (the “Drag Shares”), vote (in person, by proxy or by action by written consent, as adjusted for splitsapplicable) all such Drag Shares in favor of, reverse splits and adopt, such Change of Control (together with any related amendment to the like Certificate of Incorporation, this Certificate of Designations, the Company’s bylaws or other governing and after payment of all obligations organization documents of the Company required in order to implement such Change of Control) and liquidation preferences, to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of at least $8.00the Company to consummate such Change of Control; (b) if such Change of Control is a financing transactionStock Sale (as defined in the Certificate of Designations), sell the principal purpose same proportion of which Drag Shares as is being sold by the Electing Holders in the aggregate (A) to raise the Person to whom the Electing Holders propose to sell their shares of the Corporation’s capital for stock and (B) on the Companysame terms and conditions as the Electing Holders; orprovided that each Purchaser shall be entitled to such Purchaser’s Liquidation Preference (as defined in the Certificate of Designations) in accordance with the terms thereof; (c) an amendment not deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Drag Shares owned by such party or Affiliate in a voting trust or subject any Drag Shares to any arrangement or agreement with respect to the Company’s Amended and Restated Certificate voting of Incorporation such Drag Shares, unless specifically requested to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, do so by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested acquiror in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions Change of this type. Each Investor and Current Stockholder agrees not to take Control; and (d) refrain from exercising any actions contrary to their obligations dissenters’ rights or rights of appraisal under this Agreement and, after receiving proper notice of any meeting of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, applicable law at any annual or special meeting of stockholders, and to give written consent time with respect to such Shares, to approve any amendment to the Certificate Change of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested in connection with the transactions contemplated therebyControl.

Drag Along. 5.1 If any 8.1. In the event that (i) the holders of at least [***] percent ([***]%) of the following transactions is outstanding Ordinary Shares (or has beenon an as-converted basis) approved by (the “Approving Shareholders”); and (ii) the Board of Directors and Investors holding at least approve in writing, to sell or transfer the shares or assets of any Group Company in any transaction or a majority series of related transactions that would qualify as a Liquidation Event, to a bona fide third party, or a group of bona fide related parties (the “Change of Control”), then the Company shall promptly notify each of the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of such shares), each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations remaining shareholders of the Company and liquidation preferences(the “Remaining Shareholders”, including without limitation, each of at least $8.00; (b) a financing transaction, the principal purpose of which is to raise capital for the Company; or (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority Ordinary Shares and Series A Preferred Shares) in writing of such vote, consent and/or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, and/or otherwise sell or transfer all of their shares then entitled in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to vote for any shares in the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding share capital stock to an acquirer of the CompanyCompany in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders. 8.2. Notwithstanding the foregoing, the Investors and Current Stockholders agree a Remaining Shareholder will not be required to waive any dissenters’ rights, appraisal rights or similar rights comply with Section 8.1 above in connection with any proposed Change of Control, unless the liability for indemnification, if any, of such transaction Remaining Shareholder in the Change of Control and otherwise cooperate with for the inaccuracy of any representations and execute and deliver such other documents as may be reasonably requested warranties made by the Company and/or its shareholders in connection with such Change of Control, is several and not joint with any other Person, and is proportionate to, and does not exceed, the transactions contemplated thereby includingamount of consideration paid to such Remaining Shareholder in connection with such Change of Control. 8.3. In furtherance of the foregoing, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not the Company is hereby expressly authorized by each Remaining Shareholder to take any or all of the following actions contrary to their obligations under this Agreement and, after receiving proper notice on such Remaining Shareholder’s behalf (without receipt of any meeting further consent by such Remaining Shareholder), provided such Remaining Shareholder fails to take necessary actions as required under the Drag Along Instructions, to: (i) vote all of the Companyvoting securities of such Remaining Shareholder in favor of any such Change of Control and cause the director(s) appointed by such Remaining Shareholder to vote in favor of any such Change of Control; (ii) otherwise consent on such Remaining Shareholder’s stockholders behalf to such Change of Control; (iii) sell all of such Remaining Shareholder’s shares in such Change of Control, in accordance with the terms and conditions of this Section; and/or (iv) act as the Remaining Shareholder’s attorney in fact in relation to any such Change of Control and have the full authority to sign and deliver, on behalf of such Remaining Shareholder, share transfer certificates, share sale or exchange agreements and certificates of indemnity relating to such transaction, to be present, any shares in person or by proxy, as holders of shares of the share capital stock of the Company, at all Company in the event that such meetings, Remaining Shareholder has lost or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for misplaced the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment relevant share certificate. Notwithstanding anything to the Certificate contrary in the Shareholders Agreement, none of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested transfer restrictions set forth in the Shareholders Agreement shall apply in connection with such Change of Control. 8.4. Upon written notice to the transactions contemplated therebyCompany from the Approving Shareholders, the Company shall initiate a process intended to result in a Change of Control and shall cause its officers, employees, consultants, counsel and advisors to take all necessary and appropriate actions to facilitate a Change of Control.

Drag Along. 5.1 If any Notwithstanding anything else herein to the contrary, if, after or in connection with approval of the following transactions is Board, (or has beenA) approved by the Board of Directors and Investors holding at least a majority of the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of such shares), each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations of the Company and liquidation preferences, of at least $8.00; (b) a financing transaction, the principal purpose of which is to raise capital for the Company; or (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the outstanding Common Stock, $0.001 par value per share, of the Company (the “Common Shares”), and (B) the holders of a majority of the outstanding shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer Series A Convertible Preferred Stock, $0.001 par value per share, of the Company, and Series B Convertible Preferred Stock, $0.001 par value per share, of the Investors and Current Stockholders Company (together, the “Preferred Shares”), voting together as a single class on an as-converted to Common Share basis, agree to waive consummate any (X) Transfer of Shares which constitutes a Change in Control; or (Y) a transaction that qualifies as a Deemed Liquidation Event (whether in one transaction or a series of related transactions and whether structured as a merger, stock sale, stock exchange, or otherwise, each, a “Drag-Along Sale”), then the Participant hereby agrees to: (1) Transfer a proportionate percentage of its Shares acquired upon exercise of this option in the Drag-Along Sale and vote all Shares acquired upon exercise of this option, all other securities evidencing an ownership interest in the Company, and all Convertible Securities owned or controlled by it as of the time of the record date for the Drag-Along Sale in favor of the Drag-Along Sale, as the case may be; (2) refrain from voting against or asserting or exercising any dissenters’ rights, or appraisal rights or similar rights in connection under applicable law at any time with any respect to such transaction and otherwise cooperate with and Drag-Along Sale; and (3) execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby includingand instruments, without limitation, documents containing representations and warranties as to title, power and authority and take such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting of the Company’s stockholders relating to such transaction, to be present, in person or by proxyactions, as holders of shares of capital stock of reasonably are required to expedite or complete the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereofDrag-Along Sale. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested in connection with the transactions contemplated thereby.

Drag Along. 5.1 If 24.1. Until the closing of an IPO and notwithstanding anything to the contrary in these Articles, if any one or more Shareholders (the “Selling Shareholders”) who together hold more than 65% of the then issued Shares of the Company on an as converted basis (the “Approval Threshold”) approve a Liquidation Event (in this Article, the “Applicable Liquidation Event”), then the Selling Shareholders shall have the option to require all other Shareholders and any person who may become a holder of Shares in the Company upon exercise of any options, warrants or other rights to subscribe for Shares in the Company which exist at the date of such approval (together, the “Called Shareholders”) to Transfer all their Transferred Shares (as defined below) in the Company pursuant to the provisions of this Article ‎24. 24.2. In the event that the Approval Threshold is met, any Transfer of Transferred Shares in the Company by any Called Shareholder shall be absolutely prohibited. In addition, each Called Shareholder shall: 24.2.1. at every meeting of the Shareholders called with respect to any of the following transactions following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Shareholders with respect to any of the following, notwithstanding any no sale right, first refusal rights or other rights to which such Shareholder may be entitled or by which it may bound, vote all Shares of the Company that such Called Shareholders then hold or for which such Called Shareholders otherwise then have voting power (collectively, for the purposes of this Article ‎24, the “Transferred Shares”): (A) in favor of approval of the Applicable Liquidation Event and any matter that could reasonably be expected to facilitate the Applicable Liquidation Event, and (B) against any proposal for any sales of Shares or sale of assets (other than the Applicable Liquidation Event) between the Company and any person or entity other than the party or parties to the Applicable Liquidation Event or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) related to the Applicable Liquidation Event or which could result in any of the conditions to the Company’s obligations under such agreement(s) not being fulfilled; 24.2.2. if the Applicable Liquidation Event is (structured as a sale of Shares, each Called Shareholder shall, notwithstanding any no sale right, first refusal rights or has been) other rights to which such Called Shareholders may be entitled or by which it may bound, agree to sell all of the Transferred Shares and rights to acquire Shares of the Company held by such Called Shareholders on the terms and conditions approved by the Selling Shareholders; and 24.2.3. each Called Shareholder shall take all necessary actions in connection with the consummation of the Applicable Liquidation Event as reasonably requested by the Company or the Selling Shareholders and shall, if requested by the Selling Shareholders, promptly execute and deliver any agreements prepared in connection with such Applicable Liquidation Event. 24.3. In the event that a Called Shareholder is required and fails to surrender its share certificate in connection with the consummation of the Applicable Liquidation Event, such certificate shall be deemed cancelled and the Company shall be authorized to issue a new certificate in the name of the person making the offer for the Applicable Liquidation Event, and the Board of Directors and Investors holding at least a majority shall be authorized to empower any two of its members to establish an escrow account, for the benefit of the then-outstanding Series A-1 Called Shareholder, into which the consideration for such Shares (including Common Stock issued represented by the cancelled share certificate shall be deposited and to appoint a trustee to administer such account. Each Shareholder recognizes and accepts that the powers granted to the Company and/or the Board of Directors as set forth above are granted in order to ensure and protect the rights of the other Shareholders and that therefore, such powers, upon conversion of such shares), each other Investor and each Current Stockholder the use thereof shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent be irrevocable with respect to such Sharesmatter or action with respect to which the Board of Directors has exercised such powers. 24.4. The consideration to be received by a Called Shareholder shall be the same form and amount of consideration per Share to be received by each Selling Shareholder (or, if the Selling Shareholder is given an option as to approve such transaction the form and amount of consideration to authorize be received, the Company same option shall be given) and its officers to the terms and conditions of the Transfer shall, except as otherwise provided in Article ‎24.9, be the same as those upon which each Selling Shareholder Transfers his Shares in the Company. 24.5. Each Shareholder shall take all other actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations of the Company and liquidation preferences, of at least $8.00; (b) a financing transaction, the principal purpose of which is to raise capital for the Company; or (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested consummate the transaction(s) contemplated by the CompanyOffer, including, without limitation, executing entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by each Selling Shareholder. 24.6. If the the Applicable Liquidation Event is structured as a merger, consolidation or similar business combination, each Called Shareholder shall vote in favor of the transaction(s) and take all actions to waive any dissenters, appraisal or other similar rights. 24.7. The proceeds resulting from the Applicable Liquidation Event shall be distributed among the Shareholders in accordance with the provisions of Article ‎71. 24.8. The requirements of this Article ‎24 with respect to acceptance by the Shareholders of an offer to Transfer all of their Shares to a third party hereby apply also for the purposes of Section 341 of the Companies Law so as to constitute the sufficient shareholding requirement thereunder, such that no further consent of any other Shareholders shall be required for the purposes of Section 341. A Called Shareholder will not be entitled to request the Company or any Selling Shareholder to rely on Section 341 and to oppose the execution of the transaction documents as may pertaining to the Applicable Liquidation Event. Notwithstanding the provisions of Section 341 of the Companies Law, the threshold set forth in Section 341 shall mean the Approval Threshold. 24.9. Notwithstanding anything in these Articles or, to the extent permitted, in any applicable law to the contrary, the approval of any transaction consummated pursuant to this Article ‎24 or Section 341 of the Companies Law shall not be reasonably requested subject to the approval of a separate class vote of the holders of the shares of any particular class. 24.10. Notwithstanding the foregoing, a Called Shareholder will not be required to comply with this Article ‎24 in connection with any proposed Transfer of all of the issued Shares in the Company, unless: 24.10.1. any representations and warranties to be made by the Called Shareholder in connection with the transactions contemplated therebyproposed Transfer are limited to representations and warranties related to authority and ownership of and the ability to convey title to the Shares held by the Called Shareholder, including representations and warranties that (i) the Called Shareholder holds all right, title and interest in and to the Shares the Called Shareholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Called Shareholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Called Shareholder have been duly executed by the Called Shareholder and delivered to the purchaser and are enforceable against the Called Shareholder in accordance with their respective terms, and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Called Shareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; 24.10.2. the Called Shareholder shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the proposed Transfer, other than the Company; and 24.10.3. the liability for indemnification, if any, of such Called Shareholder in the proposed Transfer and for the inaccuracy of any representations and warranties made by the Called Shareholder in connection with such proposed Transfer, is several and not joint with any other person (other than pursuant to an indemnification escrow with respect to representations, warranties and covenants of the Company), and is pro rata, in proportion to and does not exceed the amount of consideration paid to such Called Shareholder in connection with such proposed Transfer, other than in the event of fraud, willful concealment or intentional misconduct on the part of such Called Shareholder.

Drag Along. 5.1 If any of the following transactions is (or has beena) approved by the Board of Directors and Investors holding at least Upon a majority of the then-outstanding Series A-1 Shares Sale Event (including Common Stock issued upon conversion of such sharesas defined below), each other Management Stockholder and Investor shall, upon the written request of a Two-Thirds Interest (i) sell, transfer and each Current Stockholder shall vote deliver, or cause to be sold, transferred and delivered, to the Third Party Buyer (as defined below) a pro rata portion of its Investor Shares on the same terms applicable to the Two-Thirds Interest (with due reflection of the relative rights and Current Stockholder preferences of the Shares at any annual or special meeting of stockholdersas provided in the Charter), and give written consent with respect to (ii) execute and deliver such Sharesinstruments of conveyance and transfer and take such other action, to approve including voting such transaction Shares in favor of any Sale Event proposed by the Two-Thirds Interest and to authorize the Company and its officers to take all other actions reasonably necessary for its completion: (a) a Liquidating Transaction yielding proceeds per share of Common Stockexecuting any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as adjusted for splits, reverse splits such Two-Thirds Interest and the like Third Party Buyer may reasonably require in order to carry out the terms and after payment provisions of all obligations of this Section 3.6 (the Company and liquidation preferences“Drag-Along Right”). Notwithstanding the foregoing, of at least $8.00; (b) a financing transaction, the principal purpose of which is to raise capital for the Company; or (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights no Management Stockholder in connection with any such transaction Sale Event shall be required to make any representations and otherwise cooperate with and execute and deliver such warranties other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing than (i) representations and warranties as to titlethe title of its Shares and its power, power and authority and right to enter into the Sale Event without contravention of law or contract and (ii) such other representations and warranties concerning the Company as the Two-Thirds-Interest shall make; provided, however, that any liability for any breach thereof shall be borne by each Management Stockholder on a pro rata basis based upon the consideration in respect of its Shares received by the Management Stockholder and shall not exceed the amount of such consideration received by the Management Stockholder. Further, notwithstanding the foregoing, no Management Stockholder shall be required to execute any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents containing terms applicable to the Management Stockholder that are appropriate different in transactions any material respect from the terms applicable to the Two-Thirds Interest (after due adjustment for the relative rights and preferences of the Shares as provided in the Charter). (b) For purposes of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the Company, including, without limitation, executing and delivering such other documents as may be reasonably requested in connection with the transactions contemplated thereby.Section 3.6:

Drag Along. 5.1 If any (A) In the event that (I) a Sale Trigger (as defined in Section 5.12 hereto) occurs, at the direction of the following transactions is Senior Majority; or (or has beenII) approved by (i) subject to Section 5.4(C) below, the Board holders of Directors and Investors holding at least a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Series E Stock, (ii) subject to Section 5.4(D), the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Series F Stock originally issued prior to 2019 and the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Series F Stock originally issued in 2019 or thereafter, (iii) subject to Section 5.4(E) below, a Senior Majority, (v) the Board of Directors and (vi) the holders of at least a majority of the shares of Common Stock then-outstanding Series A-1 Shares (including Common Stock issued upon conversion calculated on an as converted basis) (collectively, the “Electing Holders”) approve a Significant Transaction in writing, specifying that this Section 5.4 shall apply to such transaction, at the direction of such shares)the Electing Holders; then, in each case, each other Investor Stockholder and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completionhereby agrees: (a) a Liquidating Transaction yielding proceeds per share of Common Stockif such transaction requires stockholder approval, with respect to all Securities that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as adjusted for splitsapplicable) all Securities in favor of, reverse splits and adopt, such Significant Transaction and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the like and after payment of all obligations ability of the Company and liquidation preferences, of at least $8.00to consummate such Significant Transaction; (b) if such transaction is structured as a financing transactionsale of Securities, to sell the principal purpose same proportion of which Securities beneficially held by such Stockholder as is being sold by the Electing Holders to raise capital for the Company; orPerson to whom the Electing Holders propose to sell their Securities, and on the same terms and conditions as the Electing Holders; (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver all customary related documentation and take such other documents as may be reasonably requested action in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting support of the Company’s stockholders relating to such transaction, to Significant Transaction as shall reasonably be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (2) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares, as applicable, at any annual or special meeting of stockholders, and to give written consent with respect to such Shares, to approve any amendment to the Certificate of Incorporation or Bylaws necessary to complete such transaction, and to take any other action reasonably requested by the CompanyCompany in order to carry out the terms and provision of this Section 5.4, 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 not to deposit, except as provided in this Agreement, any Securities owned by such other documents as may be reasonably party or Affiliate in a voting trust or subject any Securities to any arrangement or agreement with respect to the voting of such Securities, unless specifically requested to do so by the acquiror in connection with the transactions contemplated therebySignificant Transaction; and (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Significant Transaction. (B) Notwithstanding the foregoing, a Stockholder will not be required to comply with its obligations under this Section 5.4, unless: (a) any representations and warranties to be made by such Stockholder in connection with the Significant Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Securities, including, but not limited to, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the Securities such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any law or judgment, order or decree of any court or governmental agency; (b) the Stockholder shall not be liable for the breach or inaccuracy of any representation or warranty made by any other Person in connection with the Significant Transaction, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Stockholder in the Significant Transaction and for the breach or inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Significant Transaction, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Restated Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Significant Transaction; (d) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Significant Transaction in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Significant Transaction, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Significant Transaction (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Significant Transaction in accordance with the Restated Certificate (as in effect immediately prior to the Significant Transaction); provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for any shares of capital stock pursuant to this Section 5.4 includes any securities and due receipt thereof by any Stockholder 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 Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of such Stockholder’s shares of capital stock of the Company, which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined by a Special Board Approval) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock of the Company; (f) in the case such Stockholder is an Investor (other than an Investor that is also an employee of the Company), neither such Stockholder nor any of its Affiliates is required to agree to any non-competition or non-solicitation covenant or obligation or release of claims (other than a release solely in such Stockholder’s capacity as a stockholder of the Company) or any similar covenant or agreement or other agreement that directly or indirectly limits or restricts the business or activities of such Stockholder or any of its Affiliates in connection with such Significant Transaction; and (g) in the case of any holder of Senior Preferred Stock, Redeemable Preferred Stock or Convertible Common Stock, all such holders receive at the closing of such Significant Transaction in cash at least an amount equal to the Senior Preference Amount, the Redeemable Preferred Preference Amount and the Convertible Common Redemption Price (each as defined in the in the Restated Certificate) per share, respectively, for all shares held by such holders. (C) Notwithstanding the foregoing, the approval of at least a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Series E Stock shall not be required under this Section 5.4 in the event such Stockholders are to receive, in cash, in the Significant Transaction $31.43 per share minus an amount equal to any dividends actually paid in respect of such Series E Stock. (D) Notwithstanding the foregoing, the approval of at least a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Series F Stock shall not be required under this Section 5.4 in the event such Stockholders are to receive, in cash, in the Significant Transaction $60.4545 per share minus an amount equal to any dividends actually paid in respect of such Series F Stock. (E) Notwithstanding the foregoing, the approval of a Senior Majority shall not be required under Section 5.4(A) in the event each outstanding share of Senior Preferred Stock, Redeemable Preferred Stock and/or Convertible Common Stock receives in cash at the closing of such transaction, and solely to the extent any of the following amounts are actually paid or distributed by the Company in connection with the closing of such transaction, at least an amount equal to the Senior Preference Amount, the Redeemable Preferred Preference Amount or the Convertible Common Redemption Price, as applicable (each as defined in the Restated Certificate and as applicable) per share, respectively.

Drag Along. 5.1 If any of In the following transactions is event that (or has beeni) approved by the Board of Directors and Investors holding at least a majority of the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of such shares), each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholdersMajority Key Shareholders, and give written consent (ii) the Majority Investors, approve the Offer, then each Shareholder hereby agrees with respect to such Sharesall Shares that he, to approve such transaction she or it holds and to authorize the any other Company and its officers to take all other actions reasonably necessary for its completionsecurities over which he, she or it otherwise exercises dispositive power: (a) a Liquidating Transaction yielding proceeds per share in the event such transaction requires the approval of Common Stockshareholders, as adjusted for splits, reverse splits and (i) if the like and after payment of all obligations of the Company and liquidation preferences, of at least $8.00; (b) a financing transaction, the principal purpose of which matter is to raise capital for the Company; or (c) an amendment be brought to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of vote at a majority of the shares then entitled to vote for the election of such director.” 5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement andshareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders a holder of shares of capital stock of the CompanyShares, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may meetings and be counted for the purposes of determining the presence of a quorum at such meetings meetings; and to return any written consent relating to such transaction within two (2ii) business days of receipt thereof. 5.3 In the case of a financing transaction, each Investor and each Current Stockholder agree to vote their Investor Shares and Current Stockholder Shares(in person, 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 of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”) without the need for shareholder approval, at any annual to sell all shares of the Company beneficially held by such Shareholder (or special meeting in the event that the Selling Shareholder is selling fewer than all of stockholdersits shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that: (i) no Investor shall be required to give written consent any representations or warranties other than with respect to such SharesInvestor 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 Company’s business; and (ii) no Shareholders will be required to approve any amendment sell its shares unless the liability for indemnification, if any, of the Shareholder in 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 Certificate Shareholder, if any, in such transaction (except in the case of Incorporation potential liability for fraud or Bylaws necessary willful misconduct by the Shareholder); (c) to complete refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such transaction, Sale of the Company; (d) to execute and to deliver all related documentation and take any such other action in support of the Sale of the Company as shall reasonably be requested by the Company; (e) not to deposit, includingand to cause their Affiliates not to deposit, without limitationexcept as provided in this Agreement, executing and delivering any voting securities owned by such other documents as may be reasonably Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the transactions contemplated therebyCompany; and (f) all the Shareholders shall procure that their respective Director nominees (if any) shall vote in favor of the Offer.