Common use of Drag Along Clause in Contracts

Drag Along. (a) If the GM Investor proposes to Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12), the GM Investor shall have the right (but not the obligation) to deliver a written notice (such notice, the “Drag-Along Notice”) of its intention to do so to each other Member (the “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. (a) If a Majority Sponsor (the GM Investor Initiating Majority Sponsor) proposes to Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO Sell any Shares (other than any Transfer pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) as provided the total number of Shares held by such Drag-Along Party (or, in Section 9.08the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) in connection with Section 9.10a fraction, or the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor. (iiib) With respect to any Sale of Shares pursuant to Section 9.123.2(a), the GM Investor Initiating Majority Sponsor shall have the right (but not the obligation) to deliver a written notice (such notice, the “a Drag-Along Notice”) to each of its intention to do so to each other Member (the “Dragees”). The respective Drag-Along Notice shall set Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the aggregate consideration name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be paid Sold by each of the Independent Third Party Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of such transaction (a “Public Sale). Upon delivery of a Drag-Along Sale Transaction”Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), which shall be subject to the consummation of the proposed Sale at the same (price and on the same terms and conditions as set forth in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such . Each relevant Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash take all such actions in such manner as may be necessary and appropriate to any non-cash consideration ensure that the Sale is consummated and (ii) among any type shall bear its proportionate share of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor all Third Party transaction fees and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed expenses in connection with such transaction. In the event that Sale. (c) No Syndicatee shall Sell any Dragee should fail to deliver such certificates Shares (if certificatedother than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by except in accordance with the provisions of this Section 9.09 and that such Shares 3.2. A Majority Sponsor may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery agree with any of the its Drag-Along Notice Parties that the number of Shares to complete the Transfer of the Shares in accordance with this Section 9.09; provided, be Sold by that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it Party shall not have completed be increased or decreased provided the Transfer number of all Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares of to be Sold by the GM Investor Majority Sponsor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A relevant Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale TransactionParty remains unchanged. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. (a) If Resolute Investors (as defined in the GM Investor proposes to Transfer more than fifty Shareholder Agreement) holding, in the aggregate, at least 50 percent (50%) of the issued and outstanding Equity Securities Common Shares (the “Selling Shareholders”) agree to an Independent Third Party prior enter into a transaction which would result in the Transfer of all the Common Shares owned by the Selling Shareholders to an IPO a non-Affiliate third party (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12the “Drag-Along Buyer”), the GM Investor shall have the right (but not the obligation) to Selling Shareholders may deliver a written notice (such notice, the a “Drag-Along Notice”) of its intention to do so to each other Member Shareholder (the “Dragees”). The Drag-Along Notice shall set Shareholders”), stating that such Selling Shareholders wish to exercise their rights under this Section 12 with respect to such Transfer, and setting forth the aggregate consideration name and address of the Drag-Along Buyer, the number of Common Shares proposed to be paid by Transferred, the Independent Third Party proposed amount and form of the consideration, and all other material terms and conditions of such transaction (a “offered by the Drag-Along Sale Transaction”), which shall be the same Buyer. (in all but de minimis and immaterial respectsb) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt delivery of the a Drag-Along Notice, each Dragee Drag-Along Shareholder shall be required to participate Transfer all, but not less than all, of its Common Shares, upon the same terms and conditions (including, without limitation, as to price, time of payment and form of consideration) as agreed by the Selling Shareholders and the Drag-Along Buyer, and shall make to the Drag-Along Buyer representations, warranties, covenants, indemnities and agreements comparable to those made by the Selling Shareholders in connection with the proposed Transfer (other than any non-competition or similar agreements or covenants that would bind the Drag-Along Shareholder or its Affiliates), and shall agree to the same conditions to the Transfer as the Selling Shareholders agree, it being understood that all such representations, warranties, covenants, indemnities and agreements shall be made by each Selling Shareholder and each Drag-Along Shareholder severally and not jointly and that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of the Drag-Along Shareholder as to the unencumbered title to its Common Shares and the power, authority and legal right to Transfer such Common Shares, the aggregate amount of the liability of the Drag-Along Shareholder shall not exceed either (i) such Drag-Along Shareholder’s pro rata portion of any such liability, to be determined in accordance with such Drag-Along Shareholder’s portion of the total number of Common Shares included in such Transfer or (ii) the proceeds to such Drag-Along Shareholder in connection with such Transfer. (c) In the event that any such Transfer is structured as a merger, amalgamation, consolidation, or similar business combination, each Drag-Along Shareholder agrees to (i) vote in favor of the transaction, (ii) take such other action as may be required to effect such transaction (subject to Section 12(b)) and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If any Shareholder fails to vote its Voting Shares or to provide a written consent in accordance with the terms and conditions of this Section 9.09; provided11 (each such Shareholder, that if such a “Breaching Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag PercentageShareholder”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration Shareholders and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of take such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that action as is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction necessary in accordance with the relevant Bye-laws of the Company and Bermuda law to convene a general meeting or to circulate written resolutions, the purpose of which will be to propose for approval of the Shareholders such actions as are necessary in order to ensure compliance with the provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.0211. (e) The Solely for purposes of Section 11 and in order to secure the performance of each Shareholder’s obligations of a Member in connection with a under Section 11, each Shareholder hereby: (i) appoints each Drag-Along Sale Proxy Holder (as defined in Section 11(f)) acting severally: the attorney-in-fact of such Shareholder (with full power of substitution) for the purpose of signing written resolutions circulated pursuant to Section 11(d) on behalf of such Shareholder; and (ii) agrees on the date hereof to grant a proxy to each Proxy Holder in the form attached hereto as Exhibit for the purpose of voting the Voting Shares held by such Shareholder at a general meeting convened pursuant to Section 11(d). Each Shareholder acknowledges and agrees that the power of attorney granted by such Shareholder pursuant to this Section 11(d) is coupled with an interest and is irrevocable, and that the proxy to be granted pursuant to this Section 11(d) shall be subject coupled with an interest and shall be irrevocable. (f) For purposes of Section 11, each “Drag-Along Proxy Holder” shall be an individual nominated for this purpose by any Selling Shareholder. (g) Each Shareholder agrees to take such further action and to execute such other instruments as may be necessary to effect the appointment of attorneys-in-fact and proxies pursuant to this Section 11, and each Drag-Along Breaching Shareholder hereby revokes any power of attorney or proxy previously granted by it with respect to the limitations matters set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder11 for purposes of, respectively, any written resolutions circulated or any general meeting convened pursuant to Section 11(d).

Drag Along. 10.1 Prior to a Qualified IPO, if (aA) If the GM Investor proposes to Transfer more than fifty percent (50%) holders of a majority of the issued Ordinary Shares and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer B) Majority Series B Preferred Holders (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12), the GM Investor shall have the right (but not the obligation) to deliver a written notice (such noticecollectively, the “Drag-Along Notice”) of its intention to do so to each other Member (the “DrageesTransferors”). The Drag-Along Notice shall set forth , propose to Transfer all their interests in the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such Company in a transaction that would constitute a Deemed Liquidation Event (a “Drag-Along Sale Drag Transaction”), which the Drag-Along Transferors shall be have the right to require, by written notice of the identity of the counterparty and the pricing and payment terms of the Drag Transaction (the “Drag Notice”), each of the remaining holders of Shares (the “Non-Transferring Parties”) to, and each of the Non-Transferring Parties shall, approve, and take all actions reasonably necessary or appropriate to enable, the consummation of such Drag Transaction, including but not limited to: (i) Transfer, at the same (time as the Drag-Along Transferors Transfer to the potential purchaser in the Drag Transaction, all but de minimis of its interests in the Company, on the same terms and immaterial respects) conditions and for the GM Investor and same price that the other Members except as otherwise contemplated by this Agreement. Upon receipt interests of the Drag-Along NoticeTransferors will be Transferred, (ii) vote all of its Shares (A) in favor of such Drag Transaction, each Dragee shall be required to participate (B) against any other transaction that would interfere with, delay, restrict, or otherwise adversely affect such Drag Transaction, and (C) against any action or agreement that would result in the proposed Transfer in accordance with the terms and conditions a breach of this Section 9.09; providedany covenant, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) representation or warranty or any other obligation or agreement of the Shares held by Company under the GM Investor, then each Dragee will only be required definitive agreement(s) relating to participate such Drag Transaction or that could result in any of the proposed Transfer conditions to the Independent Third Party closing obligations under such agreement(s) not being fulfilled, and, in connection therewith, to be present (in person or by proxy) at all relevant meetings of the shareholders of the Company (or adjournments thereof) or to approve and execute all relevant written consents in lieu of a meeting; (iii) not exercise any dissenters’ or appraisal rights under applicable Law with respect to such percentage Drag Transaction; (iv) take all necessary actions in connection with the consummation of each class of its Shares such Drag Transaction as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of requested by the Drag-Along NoticeTransferors, each Dragee shall deliver including but not limited to the execution and delivery of any share transfer or other agreements prepared in connection with such Drag Transaction, and the delivery, at the closing of such Drag Transaction involving a representative sale of the Company Shares, of all certificates representing Shares held or the GM Member designated in controlled by such holder, duly endorsed for transfer or accompanied by a duly executed share transfer form, or affidavits and indemnity undertakings with respect to lost certificates; and (v) restructure such Drag Transaction, as and if reasonably requested by the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its SharesTransferors, as applicablea merger, consolidation, restructuring or similar transaction, or a sale of all or substantially all of the assets (either in terms of quantities or value) held by such Dragee of the Company, or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. otherwise. 10.2 In the event that any Dragee should fail such Non-Transferring Party fails for any reason to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of take any of the foregoing to obtain any regulatory approval prior to consummating such saleactions in Section 10.1 after receipt of the Drag Notice, such ninety (90) day period shall be extended Non-Transferring Party hereby grants an irrevocable power of attorney and proxy to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the any Drag-Along Notice, it shall not have completed Transferor to take all necessary actions and to execute and deliver all documents deemed by such Drag-Along Transferor to be reasonably necessary or appropriate to effectuate the Transfer terms of all the Shares Section 10.1. Shareholders Agreement 10.3 None of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers transfer restrictions set forth in this Section 9.09 Agreement shall be paid by the Company. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject Drag Transaction, notwithstanding anything contained to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereundercontrary herein.

Drag Along. (a) If one or more Stockholders (each, a “Selling Stockholder”) intend to sell, in one transaction or a series of transactions, Shares to a Third Party Purchaser, after complying with Sections 3.01 and 3.03, as applicable, that constitute in the GM Investor proposes to Transfer aggregate more than fifty percent (50%) % of the Company’s total outstanding Shares, and it is a condition of the Third Party Purchaser for the completion of such sale that such Third Party Purchaser purchase all of the Company’s issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (iShares, then the Selling Stockholder(s) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12), the GM Investor shall have the right (but not the obligation) to deliver a written notice (such notice, the “Drag-Along Right”) to require each other Stockholder (each, a “Remaining Stockholder”) to sell all, but not less than all of its Shares to the Third Party Purchaser on the same terms and conditions, mutatis mutandis, as are applicable to the sale by the Selling Stockholder(s) of all of its/their Shares to the Third Party Purchaser and otherwise in accordance with the following provisions: (b) The Drag-Along Right may only be exercised by written notice (the “Drag Along Notice”) of its intention from the Selling Stockholder(s) and the Third Party Purchaser to do so to each other Member the Remaining Stockholders. (the “Dragees”). c) The Drag-Along Notice shall set forth shall: (i) state the aggregate consideration to be paid by name of the Independent Third Party Purchaser, the name of each Selling Stockholder and the other material terms and conditions number of such transaction (a “Drag-Along Sale Transaction”)Shares of each Selling Stockholder being sold, which shall be the same (in all but de minimis and immaterial respects) purchase price for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold (expressed and payable in United States funds on a per-Share basis) and the time, date and place of completion of the sale and purchase of such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and Shares; (ii) among any type include written confirmation from the Third Party Purchaser that it is a condition of non-cash property or asset consideration to any other type the completion of non-cash property or asset consideration shall such purchase and sale that the Third Party Purchaser purchase all of the Company’s issued and outstanding Shares; and (iii) be equal (given no later than 30 days before the date fixed for completion of the sale by the Selling Stockholder(s) of its/their Shares to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third PartyParty Purchaser. (bd) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer a Remaining Stockholder shall constitute an irrevocable and binding obligation of the Remaining Stockholder to sell, and the Third Party Purchaser to purchase, all of the Remaining Stockholder’s Shares on the same terms and conditions, mutatis mutandis, as are applicable to the sale by the Selling Stockholder(s) of its/their Shares to the Third Party Purchaser and on such other applicable terms and conditions as set forth in accordance with this Section 9.09; provided, that if such Transfer would require 3.04. (e) Notwithstanding the GM Investorforgoing provisions of this Section 3.04, any DrageeRemaining Stockholder who is not a director, the Independent Third Partyofficer, or management-level employee of the Company (or an Affiliate of such a Person) shall only be obligated to make individual representations and warranties with respect to such Remaining Stockholder’s title to and ownership of such Remaining Stockholder’s Shares, authorization, execution and delivery of relevant documents, enforceability of such documents against such Remaining Stockholder, and other matters directly relating to such Remaining Stockholder, but not with respect to any of the foregoing with respect to obtain any regulatory approval prior to consummating such saleShares owned by the Selling Stockholder(s); provided, such ninety (90) day period further, that all representations, warranties, covenants and indemnities shall be extended made by each Selling Stockholder(s) and each Remaining Stockholder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by each Selling Stockholder and each Remaining Stockholder, in each case in an amount not to exceed the date that is five aggregate proceeds received by each Selling Stockholder and each such Remaining Stockholder in connection with the sale of Shares. (5f) Business Days after such regulatory approval has been obtained At or finally denied. If, within such ninety (90) day period (as it may be extended) after before the Company or time of completion of the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer sale of all the Shares of each Remaining Stockholder to the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor Third Party Purchaser, each such Remaining Stockholder shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if cause to be discharged any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by and all non-defaulting DrageesLiens against its Shares, and (ii) execute and deliver to the completion Third Party Purchaser, against payment for such Shares, all stock certificates representing such Shares, duly endorsed for transfer or with duly executed stock powers or other assignment forms attached. (g) Effective upon a Remaining Stockholder failing at the prescribed time to complete a sale of its Shares to a Third Party Purchaser, as described in Section 3.04(f), such Remaining Stockholder hereby irrevocably appoints the Secretary of the sale by Company or, in the Secretary’s absence or failure to act, any other officer of the Company as attorney and agent for, and in the name and on behalf of, such Remaining Stockholder to execute and deliver to the Third Party Purchaser a stock power or other assignment form and all such other agreements, instruments and documents as such Third Party Purchaser may reasonably require to effectuate the GM Investor sale to it of the Shares of such Remaining Stockholder, and such non-defaulting Dragees shall Remaining Stockholder hereby ratifies and confirms all that the Secretary or such other officer of the Company may lawfully do or cause to be done by virtue of his/her appointment herein as the attorney and agent for such Remaining Stockholder for the limited purposes set forth in this Section 3.04(g). The foregoing power of attorney is coupled with an interest and may not relieve a defaulting Dragee of liability be revoked in any manner or for its breachany reason. All reasonable Any out-of-pocket costs and expenses incurred by any Company officer in taking any such authorized actions in his/her capacity as attorney and agent for such Remaining Stockholder (including legal and other professional fees and amounts paid to creditors holding Liens in or over the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 Shares of such Remaining Stockholder) shall be paid by for the Company. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation sole account of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction Remaining Stockholder, and shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, deducted from the purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect payable to such Drag-Along Sale TransactionRemaining Stockholder for its Shares. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. (a) If the GM Investor proposes to Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12), the GM Investor shall have the right (but not the obligation) to deliver a written notice (such notice, the “Drag-Along Notice”) of its intention to do so to each other Member (the “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer Notwithstanding anything to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers contrary set forth in this Section 9.09 5, in the event that any of the Shareholders (“Drag Along Initiator”) secures a bona fide offer from any third party, in cash or publicly traded securities, to purchase all of the Ordinary Shares then held by, in cash or publicly traded securities, at a price per share (adjusted for allocation of dividend, bonus shares, splits etc.) of not less than US$10, provided that such price per share shall not be lower than 80% of the average of the closing prices of the Company’s shares on the NYSE over the consecutive 60 trading days immediately preceding such sale, and the offeror conditions its offer on the acquisition of all the shares held by all of the other Shareholders at such time, such Shareholders will be required (subject to the provisions of the following paragraph), if so demanded by the Drag Along Initiator, to sell all of the shares of the Company then held by them to such offeror, at the same price and upon the same terms and conditions as those to which the sale by the Drag Along Initiator is subject. Notwithstanding the foregoing, in lieu of selling the shares, as demanded by the Drag Along Initiator, the other Shareholder(s) may acquire all of the Company’s shares then held by the Drag Along Initiator at the price per share and upon the same terms and conditions as those to which the sale to the offeror would have been subject; provided, however, that such acquisition of Company shares by the other Shareholder(s) shall be paid for cash only (and, if the consideration offered by the Company. (c) A Drag-Along Sale Transaction will be offeror is shares of a Deemed Liquidation Event and the aggregate consideration payable upon consummation of publicly traded entity, such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shares shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction valued in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes average closing price of such calculations, it shares on the principal stock exchange on which they are traded over the 30 day period prior to such demand) and such cash amount shall be assumed that delivered to the Shares included Drag Along Initiator within 10 business days following its demand. For the avoidance of doubt, an offer shall not be deemed bona fide if the Drag Along Initiator or any of its controlling parties is a “Baal Inyan” (as such term is defined in the Companies Law) in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included third party or in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transactionpublicly traded entity whose shares are offered as consideration. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. (a) If the GM Investor proposes to Transfer more than fifty percent (50%) 5.1. The holders of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO ordinary shares D, S, M-I or M-II in the capital of the Issuer, shall have drag along rights (other than any Transfer (i) as provided in Section 9.08, (iithe “Drag-Along Right”) in connection with Section 9.10respect of any unexercised Warrants ("Drag Along Warrants"), or in the event a bona fide third party offer is received for all the Issuer's issued ordinary shares (iiiincluding any depositary receipts stapled thereto) from a prospective purchaser (the “Drag- Along Purchaser”), and either: a. such third party offer represents an Enterprise Value of the Issuer of not less than USD 1.2 billion and is accepted by the holders of 75 per cent of the ordinary shares in issue; or b. such third party offer is accepted by the Issuer's shareholders holding not less than 75 per cent of the Issuer's ordinary shares in issue, including the holders of the ordinary shares M-I and the ordinary shares M-II representing not less than 75 per cent of the total number of the ordinary shares M-I plus the ordinary shares M-II (in each case, a “Drag-Along Sale”). 320004333/5717904.5 5.2. [Any Drag-Along Warrants transferred pursuant to Section 9.12)a Drag-Along Right shall be purchased for an amount equal to the consideration payable in respect of the corresponding ordinary shares in the Drag-Along Sale.]6 5.3. The holders of the ordinary shares D, S, M-I or M-II in the GM Investor capital of the Issuer exercising their Drag Along Rights ("Drag Along Sellers") shall have deliver [through the right (but not the obligation) Issuer] to deliver a each Drag-Along Warrant holder written notice (such notice, the “Drag-Along Notice”) of its intention any transfer proposed to do so be made pursuant to each other Member (clause 5.1 not later than the “Dragees”). The tenth day prior to the proposed Drag-Along Notice Sale, which notice shall set forth out: a. the aggregate type and amount of consideration to be paid by the Independent Third Party Drag-Along Purchaser for the Drag-Along Warrants; b. the name and details of the Drag Along Purchaser; c. the number of Drag-Along Warrants that each Drag-Along Warrant holder may be required to transfer (as determined pursuant to Clause 5.1); and d. all other material terms and conditions conditions, if any, of such transaction (a “transaction. 5.4. If, within 60 days after the date of the Drag-Along Sale Transaction”Notice (unless such period is extended pursuant to clause 5.7), which shall be the Drag-Along Sellers complete the Drag- Along Sale in accordance with the terms and conditions set out in the Drag-Along Notice, each Drag-Along Warrant holder will sell its Drag-Along Warrants to the Drag-Along Purchaser at the same (in all but de minimis time and immaterial respects) for on the GM Investor same terms and conditions upon which the other Members except as otherwise contemplated by this AgreementDrag-Along Sellers sell their securities pursuant to the Drag- Along Sale. 5.5. Upon receipt Within [five] Business Days after the date of the Drag-Along Notice, each Dragee the Drag- Along Warrant holders shall be required promptly deliver to participate in the proposed Transfer in accordance with the terms Issuer and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held Sellers all Warrant Certificates, and such other documents in their possession reasonably requested in writing by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of Sellers and/or the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company Issuer and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents reasonably required to be executed in connection with such transactionDrag-Along Sale. 5.6. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records If no transfer of the Company to show that the Shares of such Dragee are bound by Drag-Along Warrants in accordance with the provisions of this Section 9.09 and that such Shares may be Transferred only clauses 5.1 to the Independent Third Party. (b) The Company and the GM Investor 5.5 shall have ninety (90) been completed within 60 days following delivery after the date of the Drag-Along Notice (unless such period is extended pursuant to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Drageeclause 5.7), the Independent Third PartyIssuer and/or the Drag-Along Sellers shall return to the Drag-Along Warrant holders all documents (if any) previously delivered to Issuer and/or the Drag- Along Sellers. 6 TBD price for Warrants in a drag 320004333/5717904.5 5.7. If the transfer of Warrants pursuant to a Drag-Along Sale is subject to any prior regulatory approval, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating time period during which such sale, such ninety (90) day period transfer may be consummated shall be extended to until the date that is expiration of five (5) Business Days after all such regulatory approval has approvals shall have been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Companyreceived. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. (a) If the GM Investor proposes to Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12), the GM Investor shall have the right (but not the obligation) to deliver a written notice (such notice, the “Drag-Along Notice”) of its intention to do so to each other Member (the “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.this

Drag Along. In the event one or more Member(s) (athe “Dragging Member”) If the GM Investor proposes to Transfer more than fifty a sale of all Member Interests owned by such Member(s), which Member Interests constitutes at least fifty-one percent (5051%) of the issued and outstanding Equity Securities Member Interests of the Company, in one or more related transactions to a bona fide third party purchaser on an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12)arm’s length basis, the GM Investor shall Dragging Member will have the right (the “Drag-Along Right”) to require all (but not less than all) of the obligationother Members (each a “Drag-Along Member” and collectively, the “Drag-Along Members”) to deliver sell all their Member Interests by providing a written notice (such notice, the “Drag-Along Notice”) of its intention to do so to each other Member (the “Dragees”)Drag-Along Members. The Drag-Along Notice shall set forth include: (i) a statement of the aggregate Dragging Member’s bona fide intent to sell the requisite number of Member Interests, (ii) the name and address of the proposed purchaser, (iii) the total consideration to be paid by the Independent Third Party and purchaser for Member Interests collectively, which must be in cash or obligations to pay cash, (iv) the other material terms and conditions of the proposed transfer including the closing date of the transaction, and (v) such transaction (a “other information as the recipient of the Drag-Along Sale Transaction”), which shall be Notice may reasonably request. Notwithstanding the same (terms of any offer of the proposed purchaser or in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required the amount of any consideration payable to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party Members with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees Member Interests shall be given the same option and, otherwise, the ratio of both allocated (i) any cash first to any non-cash consideration Clean Energy in the amount the Adjusted Capital Return, determined as of the date of transfer, and (ii) thereafter among any type Members in proportion to their respective numbers of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the DrageesMember Interests. Within ten (10) Business Days following receipt of the The Drag-Along NoticeRights may be exercised without following the requirements of Section 13.2 c and, each Dragee shall deliver if a Drag-Along Notice is given, the procedures of Section 13.9 may not be invoked unless and until there is not reasonable possibility that a sale pursuant to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Partywill occur. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. (a) If the GM Investor proposes Selling Member desires to Transfer sell, in one or a series of related transactions, all (and not less than all) of its Units and such Units represent more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08total number of Units then outstanding, (ii) in connection after complying with Section 9.109.4, or such Selling Member (iii) pursuant to Section 9.12)as the case may be, the GM Investor “Dragging Member”) shall have the right (but the “Drag-Along Right”), to require all (and not less than all) of the obligationother Members (the “Drag-Along Members”) to sell all (and not less than all) of the Units held by them on the same terms and conditions as are obtained by the Dragging Member with respect to its Units (except as provided in Section 9.6(f) with respect to the Price Floor for Drag-Along Members and subject to the requirement that governmental consents and approvals shall be obtained by each Drag-Along Member as required under applicable Law, even if different from those required from the Dragging Member in connection with the Drag-Along Transfer). (b) In order to exercise the Drag-Along Right, the Dragging Member shall deliver a written notice to each Drag-Along Member (such notice, the a “Drag-Along Notice”) containing (i) confirmation that the third party proposes to acquire all the then outstanding Units, (ii) the name and address of its intention to do so to each other Member the third party and (iii) the “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent Third Party proposed purchase price, terms of payment and the other material terms and conditions of such transaction (a “the third party’s offer. Each Drag-Along Sale Transaction”), which Member shall thereafter be the same obligated to sell all (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves not less than one hundred percent (100%all) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares Units as equals the percentage of the GM Investor’s total Shares being sold provided in such Drag-Along Sale Transaction Notice (such Transfers, together, the “Drag PercentageDrag-Along Transfer”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates Transfer is not consummated within one hundred and twenty (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90120) days following delivery of the Drag-Along Notice to complete and the primary reason such Drag-Along Transfer of is not consummated is the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing failure to obtain any regulatory approval prior consents or approvals that are conditions to consummating closing in such saletransaction and such consents and approvals cannot reasonable be obtained within one hundred (100) days thereafter, then each Drag-Along Member shall no longer be obligated to sell such ninety (90) day period shall be extended Member’s Units pursuant to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the specific Drag-Along Notice, it but shall not have completed remain subject to the Transfer provisions of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 9.6 with respect to any subsequent Transfer to which the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all nonDrag-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the CompanyAlong Right would apply. (c) A Drag-Along Sale Transaction will In connection with the Transfer of any Member’s Units pursuant to this Section 9.6, such Member shall only be a Deemed Liquidation Event required to represent and warrant as to (i) its authority to sell, (ii) the aggregate consideration payable upon consummation enforceability of agreements against such Member, (iii) that the Units to be Transferred shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed by this Agreement and pursuant to applicable federal, state and foreign securities Laws), (iv) that it is the record and beneficial owner of such Drag-Along Sale Transaction Units, and (v) that it has obtained or made all necessary consents, approvals, filings and notices from Governmental Authorities or third parties to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between consummate the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale TransactionTransfer. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. (a) 9.3.1 If the GM Investor proposes to Transfer Investors collectively holding more than fifty percent (50%) 66 2/3% of the issued and total number of Units outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08such capacity, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12), the GM Investor shall have the right (but not the obligation) to deliver a written notice (such noticecollectively, the “Drag-Along NoticeDragging Investor”) of its intention desire to do so Transfer to each other Member (the “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent a Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale TransactionPurchaser”) in a bona fide arm’s length transaction or a series of related transactions more than 50% of the total number of Units then outstanding (treating any New Securities on an “as converted” basis) on a pro rata basis (based on the percentage of Units held by each such Investor and its Affiliated Funds) and such transfer results in a Change in Control (a “Drag-Along Sale”), which shall each other Investor (including any Dragging Investor that is Transferring less than its pro rata portion of Units, as described below, a “Dragged Investor”) shall, if required by the Dragging Investor in accordance with the provisions of Article 9.3.2, Transfer to the Drag-Along Purchaser a pro rata portion of its Units (based on the number of Units proposed to be Transferred by the Dragging Investor stated as a percentage of the total number of Units then held by the Dragging Investor) on the same terms and conditions that apply to the Transfer by the Dragging Investor pursuant to the Drag-Along Sale (including purchase price per Unit, purchase price adjustments, form of consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in all but de minimis each case that pertain specifically to itself, provided that (x) if the Drag-Along Sale involves a direct Transfer of Units by the Investors, such representations and immaterial respects) warranties shall not be broader in scope than what is customary for a sale transaction of this type and size executed by the GM Investor Dragging Investor, unless, in the good faith determination of the Dragging Investor, the Drag-Along Sale would not be consummated unless such representations and warranties are included or the other Members except as otherwise contemplated by this Agreement. Upon receipt terms and conditions of the Drag-Along NoticeSale, each Dragee taken as a whole, will be more favourable to all of the Investors if such representations and warranties are included, (y) all representations, warranties and indemnities shall be required made by the Dragging Investor and the Dragged Investors severally and not jointly and (z) no Investor’s liability shall exceed such Investor’s proceeds from the sale). 9.3.2 The Dragging Investor may require each Dragged Investor to participate in the proposed Transfer in accordance with the terms and conditions up to a pro rata portion of this Section 9.09; provided, that if such its Units to a Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member Purchaser in connection with a Drag-Along Sale shall be subject by giving written notice to such Dragged Investor no later than 15 Business Days prior to the limitations set forth in Section 9.08(d) as if closing date for such Drag-Along Sale was (a “Drag-Along Notice”); provided that, if the Dragging Investor requires any Dragged Investor to Transfer a portion of its Units to a Drag-Along Purchaser in connection with a Drag-Along Sale, it shall require each Dragged Investor to transfer its pro rata portion of its Units to such Drag-Along Purchaser. The Drag-Along Notice shall (x) indicate that the Dragging Investor requires that such Dragged Investor Transfer a pro rata portion of its Units to the Drag-Along Purchaser in connection with the Drag-Along Sale pursuant to the provisions hereof and (y) provide the name of the Company thereunderDrag-Along Purchaser, specify the number of Units proposed to be Transferred by the Dragging Investor (including as a percentage of the total number of Units then held by the Dragging Investor) and describe the principal terms and conditions of the Drag-Along Sale. The Dragging Investor will deliver or cause to be delivered to each Dragged Investor copies of all definitive transaction documents relating to the Drag-Along Sale promptly after the same become available. Each Dragged Investor shall take all actions reasonably necessary, desirable or appropriate to consummate the Drag-Along Sale, as requested by the Dragging Investor, including executing powers of attorney reasonably necessary or appropriate to facilitate closing the Drag-Along Sale, voting its Units in favour of, consenting to and raising no objections to such Drag-Along Sale. If and to the extent the costs and expenses incurred by the Dragging Investor and/or each Dragged Investor in connection with the Drag-Along Sale (collectively, “Drag-Along Sale Costs”) are not reimbursed or paid by the Drag-Along Purchaser, Luxco shall reimburse and/or pay the Drag-Along Sale Costs to the fullest extent permitted by law, provided that the Dragging Investor and each Dragged Investor will be responsible for its pro rata share (based on the number of Units actually Transferred by it relative to the total number of Units actually Transferred in such Drag-Along Sale) of the Drag-Along Sale Costs to the extent not so paid by the Drag-Along Purchaser or Luxco, and provided further that the engagement by any Dragged Investor of any professional adviser in connection with the Drag-Along Sale, other than legal counsel, shall not be reimbursable. Each Dragged Investor agrees to permit the Dragging Investor to calculate the total Drag-Along Sale Costs and to determine the pro rata participation of such costs, and to deduct such pro rata amounts from any proceeds payable pursuant to Article 9.3.1 above if the Dragged Investors are required to pay any Drag-Along Sale Costs. 9.3.3 If, in connection with a Drag-Along Sale, the proposed Drag-Along Purchaser desires (for its structuring, tax or other commercial reasons) to acquire, instead of Units, all of the shares of any Intermediate Holdco or VNU held, directly or indirectly, by Luxco, then the Parties agree that the Dragging Investor shall be entitled to cause the Drag-Along Sale to be structured as a sale of the shares of any Intermediate Holdco or VNU, or as a merger, business combination or similar transaction, but only if, as a result, the consideration payable to the Investors (indirectly through the selling entity) is in the form of cash or freely marketable securities listed on a major securities exchange only and if the Drag-Along Sale results in the complete exit by such Investors of their investment in the Units, and the rights of the Parties described in this Article 9.3 shall apply to such transaction mutatis mutandis so that, upon completion of any such sale of shares to such Drag-Along Purchaser, or any such merger, business combination or similar transaction, the cash proceeds of such transaction, are distributed promptly to the Dragging Investor and each Dragged Investor in proportion to their Units in any manner consistent with the principles described in Article 10.1.2 below, and provided that such transaction would not reduce in any material respect the post-tax proceeds received by any Investor compared to the post-tax proceeds that would have resulted from the acquisition of Units, as determined by the financial and tax advisers of the Group (following reasonable consultation with the financial and tax advisers of each Investor). 9.3.4 This Article 9.3 shall terminate following an IPO at the time the Investors collectively cease to hold, directly or indirectly through Luxco or any Intermediate Holdco, more than 50% of the Listed Shares.

Drag Along. (a) If the GM Investor proposes to Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12), the GM Investor shall have the right (but not the obligation) to deliver a written notice (such notice, the “Drag-Along Notice”) of its intention to do so to each other Member (the “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Drag- Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. (a) If the GM Investor proposes to Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12), the GM Investor shall have the right (but not the obligation) to deliver a written notice (such notice, the “Drag-Along Notice”) of its intention to do so to each other Member (the “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer Notwithstanding anything to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers contrary set forth in this Section 9.09 5, in the event that any of the Shareholders ("Drag Along Initiator") secures a bona fide offer from any third party, in cash or publicly traded securities, to purchase all of the Ordinary Shares then held by, in cash or publicly traded securities, at a price per share (adjusted for allocation of dividend, bonus shares, splits etc.) of not less than US$10, provided that such price per share shall not be lower than 80% of the average of the closing prices of the Company's shares on the NYSE over the consecutive 60 trading days immediately preceding such sale, and the offeror conditions its offer on the acquisition of all the shares held by all of the other Shareholders at such time, such Shareholders will be required (subject to the provisions of the following paragraph), if so demanded by the Drag Along Initiator, to sell all of the shares of the Company then held by them to such offeror, at the same price and upon the same terms and conditions as those to which the sale by the Drag Along Initiator is subject. Notwithstanding the foregoing, in lieu of selling the shares, as demanded by the Drag Along Initiator, the other Shareholder(s) may acquire all of the Company's shares then held by the Drag Along Initiator at the price per share and upon the same terms and conditions as those to which the sale to the offeror would have been subject; provided, however, that such acquisition of Company shares by the other Shareholder(s) shall be paid for cash only (and, if the consideration offered by the Company. (c) A Drag-Along Sale Transaction will be offeror is shares of a Deemed Liquidation Event and the aggregate consideration payable upon consummation of publicly traded entity, such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shares shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction valued in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes average closing price of such calculations, it shares on the principal stock exchange on which they are traded over the 30 day period prior to such demand) and such cash amount shall be assumed that delivered to the Shares included Drag Along Initiator within 10 business days following its demand. For the avoidance of doubt, an offer shall not be deemed bona fide if the Drag Along Initiator or any of its controlling parties is a "Baal Inyan" (as such term is defined in the Companies Law) in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included third party or in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transactionpublicly traded entity whose shares are offered as consideration. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. (a) If the GM Investor proposes to Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer 12.1 In case (i) as provided in Section 9.08, a petition of bankruptcy or insolvency has been filed by a creditor for default by the Company and such petition has been admitted by a court of competent jurisdiction or has not been dismissed within 180 (one hundred and eighty) days of filing; or (ii) in connection with Section 9.10if the Company and the Promoters have failed to provide an Exit to the Investors within 12 (twelve months) from the expiry of the Exit Period, or (iii) pursuant to Section 9.12)each Principal Investors may, the GM Investor shall have the right (but not the obligation) to deliver a at their sole discretion, written notice to the Company (such notice, the “Drag-Drag Along Notice”) cause the Promoters and other Shareholders of its intention the Company (excluding the other Principal Investors) (“Dragged Shareholders”), to do so (i) sell such number of their Shares up to each 100% (one hundred percent) as stipulated by the Principal Investors to a third party; or (ii) merge or consolidate the Company with any other Member entity; (iii) sell all or substantially all Assets or Proprietary Rights of the Company to a third party, in a manner determined by the Principal Investors in conjunction with an offer received from a third party (such sale referred to as the “DrageesDrag Sale” and such right of the Principal Investors referred to as the “Drag Along Right”). The DragCompany will facilitate and the Promoters and other Shareholders will co-operate with the Principal Investors in connection with the Principal Investors exercising the Drag Along Notice shall set forth Right including by (i) co-operating in any due diligence conducted by the aggregate consideration any third party and providing all necessary information relating to the Company; (ii) voting, as Shareholders of the Company and as holders of Equity Securities of the respective classes and series, in favour of a Drag Sale; and (iii) execute and deliver any and all agreements, certificates, deeds, instruments and other documents reasonably required in connection therewith and to take all other steps requested by the Principal Investors to cause such Drag Sale to be paid by consummated, including, as appropriate, exercising their best efforts to cause all Directors under their control or influence to vote, as Directors, to approve the Independent Third Party Drag Sale. 12.2 In the event of any of the Principal Investors exercising the Drag Along Rights, the Promoters and other Shareholders (excluding the other Principal Investors, Evolvence and the other material terms Angel Investors) shall provide customary representations, warranties and conditions of such transaction (a “Drag-Along Sale Transaction”)indemnities in connection with the Company and its Subsidiaries, which shall be the same (in all but de minimis its business and immaterial respects) for the GM Investor operations, and the other Members except as otherwise contemplated Equity Securities being Transferred by this Agreementthem. Upon receipt of The Principal Investors, Evolvence and the Drag-Along Notice, each Dragee shall Angel Investors would not be required to participate provide any representations, warranties and indemnities in respect of the proposed Transfer in accordance Company and its operations other than representations, warranties and indemnities with reference to the terms legal standing of such Principal Investors, Evolvence and conditions of this Section 9.09; providedthe Angel Investors respectively, that withholding tax if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of applicable on the Shares held by the GM InvestorPrincipal Investors, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor Evolvence and the Dragees. Within ten Angel Investors respectively, title to their respective securities and securities being un-encumbered (10) Business Days following with warranties and indemnities on issuance of such securities being provided by the Company) 12.3 Upon receipt of the Drag-Drag Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause forthwith send such notice to all the books and records of Dragged Shareholders. A Drag Along Notice shall be revocable by the Investor by written notice to the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, at any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) time before the completion of the sale by the Company or the GM Investor Drag Sale, and any such non-defaulting Dragees revocation shall not relieve prohibit the Investor from serving a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection further Drag Along Notice subject to fresh compliance with the Transfers set forth procedure laid down under this Clause 12. The Dragged Shareholders hereby agree and undertake not to directly or indirectly, approach the Drag Sale Purchaser to propose or negotiate any transaction in this Section 9.09 shall be paid by relation to the securities or Assets of the Company. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. 9.3.1 If Investors collectively holding more than 66 2/3% of the total number of Units outstanding (ain such capacity, collectively, the "Dragging Investor") If the GM Investor proposes desire to Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent a Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12), the GM Investor shall have the right (but not the obligation) to deliver a written notice (such notice, the “"Drag-Along Notice”Purchaser") in a bona fide arm's length transaction or a series of related transactions more than 50% of the total number of Units then outstanding (treating any New Securities on an “as converted” basis) on a pro rata basis (based on the percentage of Units held by each such Investor and its intention to do so to each other Member Affiliated Funds) and such transfer results in a Change in Control (the “Dragees”). The a "Drag-Along Notice shall set forth Sale"), each other Investor (including any Dragging Investor that is Transferring less than its pro rata portion of Units, as described below, a "Dragged Investor") shall, if required by the aggregate consideration Dragging Investor in accordance with the provisions of Article 9.3.2, Transfer to the Drag-Along Purchaser a pro rata portion of its Units (based on the number of Units proposed to be paid Transferred by the Independent Third Party and Dragging Investor stated as a percentage of the other material total number of Units then held by the Dragging Investor) on the same terms and conditions of such transaction (a “that apply to the Transfer by the Dragging Investor pursuant to the Drag-Along Sale Transaction”)(including purchase price per Unit, which purchase price adjustments, form of consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in each case that pertain specifically to itself, provided that (x) if the Drag-Along Sale involves a direct Transfer of Units by the Investors, such representations and warranties shall not be broader in scope than what is customary for a sale transaction of this type and size executed by the same (Dragging Investor, unless, in all but de minimis the good faith determination of the Dragging Investor, the Drag-Along Sale would not be consummated unless such representations and immaterial respects) for warranties are included or the GM Investor terms and the other Members except as otherwise contemplated by this Agreement. Upon receipt conditions of the Drag-Along NoticeSale, each Dragee taken as a whole, will be more favourable to all of the Investors if such representations and warranties are included, (y) all representations, warranties and indemnities shall be required made by the Dragging Investor and the Dragged Investors severally and not jointly and (z) no Investor’s liability shall exceed such Investor’s proceeds from the sale). 9.3.2 The Dragging Investor may require each Dragged Investor to participate in the proposed Transfer in accordance with the terms and conditions up to a pro rata portion of this Section 9.09; provided, that if such its Units to a Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member Purchaser in connection with a Drag-Along Sale shall be subject by giving written notice to such Dragged Investor no later than 15 Business Days prior to the limitations set forth in Section 9.08(d) as if closing date for such Drag-Along Sale was (a "Drag-Along Notice"); provided that, if the Dragging Investor requires any Dragged Investor to Transfer a portion of its Units to a Drag-Along Purchaser in connection with a Drag-Along Sale, it shall require each Dragged Investor to transfer its pro rata portion of its Units to such Drag-Along Purchaser. The Drag-Along Notice shall (x) indicate that the Dragging Investor requires that such Dragged Investor Transfer a pro rata portion of its Units to the Drag-Along Purchaser in connection with the Drag-Along Sale pursuant to the provisions hereof and (y) provide the name of the Company thereunderDrag-Along Purchaser, specify the number of Units proposed to be Transferred by the Dragging Investor (including as a percentage of the total number of Units then held by the Dragging Investor) and describe the principal terms and conditions of the Drag-Along Sale. The Dragging Investor will deliver or cause to be delivered to each Dragged Investor copies of all definitive transaction documents relating to the Drag-Along Sale promptly after the same become available. Each Dragged Investor shall take all actions reasonably necessary, desirable or appropriate to consummate the Drag-Along Sale, as requested by the Dragging Investor, including executing powers of attorney reasonably necessary or appropriate to facilitate closing the Drag-Along Sale, voting its Units in favour of, consenting to and raising no objections to such Drag-Along Sale. If and to the extent the costs and expenses incurred by the Dragging Investor and/or each Dragged Investor in connection with the Drag-Along Sale (collectively, "Drag-Along Sale Costs") are not reimbursed or paid by the Drag-Along Purchaser, Luxco shall reimburse and/or pay the Drag-Along Sale Costs to the fullest extent permitted by law, provided that the Dragging Investor and each Dragged Investor will be responsible for its pro rata share (based on the number of Units actually Transferred by it relative to the total number of Units actually Transferred in such Drag-Along Sale) of the Drag-Along Sale Costs to the extent not so paid by the Drag-Along Purchaser or Luxco, and provided further that the engagement by any Dragged Investor of any professional adviser in connection with the Drag-Along Sale, other than legal counsel, shall not be reimbursable. Each Dragged Investor agrees to permit the Dragging Investor to calculate the total Drag-Along Sale Costs and to determine the pro rata participation of such costs, and to deduct such pro rata amounts from any proceeds payable pursuant to Article 9.3.1 above if the Dragged Investors are required to pay any Drag-Along Sale Costs. 9.3.3 If, in connection with a Drag-Along Sale, the proposed Drag-Along Purchaser desires (for its structuring, tax or other commercial reasons) to acquire, instead of Units, all of the shares of any Intermediate Holdco or VNU held, directly or indirectly, by Luxco, then the Parties agree that the Dragging Investor shall be entitled to cause the Drag-Along Sale to be structured as a sale of the shares of any Intermediate Holdco or VNU, or as a merger, business combination or similar transaction, but only if, as a result, the consideration payable to the Investors (indirectly through the selling entity) is in the form of cash or freely marketable securities listed on a major securities exchange only and if the Drag-Along Sale results in the complete exit by such Investors of their investment in the Units, and the rights of the Parties described in this Article 9.3 shall apply to such transaction mutatis mutandis so that, upon completion of any such sale of shares to such Drag-Along Purchaser, or any such merger, business combination or similar transaction, the cash proceeds of such transaction, are distributed promptly to the Dragging Investor and each Dragged Investor in proportion to their Units in any manner consistent with the principles described in Article 10.1.2 below, and provided that such transaction would not reduce in any material respect the post-tax proceeds received by any Investor compared to the post-tax proceeds that would have resulted from the acquisition of Units, as determined by the financial and tax advisers of the Group (following reasonable consultation with the financial and tax advisers of each Investor). 9.3.4 This Article 9.3 shall terminate following an IPO at the time the Investors collectively cease to hold, directly or indirectly through Luxco or any Intermediate Holdco, more than 50% of the Listed Shares.

Drag Along. (a) If So long as the GM Investor proposes to Transfer more than fifty holders of Series D Stock hold at least twenty-five percent (5025%) of the issued aggregate number of shares of Series D Stock (as adjusted for stock splits, reverse splits, combinations, stock dividends and similar events) held immediately after the closing of the transactions contemplated by the Purchase Agreement, if the Board and the holders of at least seventy-five percent (75%) of the then outstanding Equity Securities to Series D Stock, voting as a single class (on an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12as-if-converted basis), vote to approve a bona fide offer (the GM Investor shall have “Purchase Offer”) from a third party or parties who are not Affiliates of the right Company (but not the obligation“Third-Party Purchaser”) to deliver initiate a Sale of the Company, then the Company shall cause a written notice of the Purchase Offer (such notice, the “Drag-Along Notice”) of its intention to do so be delivered to each other Member (the “Dragees”). The Drag-Along Notice shall set all Stockholders, setting forth the aggregate consideration to be paid by consideration, the Independent Third identity of the Third-Party Purchaser and the other material principal terms and conditions of such transaction the Purchase Offer. (a “Drag-Along Sale Transaction”), which shall be the same b) Within thirty (in all but de minimis and immaterial respects30) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in days after the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor is deemed to sell or otherwise dispose of such Shares pursuant have been provided to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares Stockholders in accordance with this Section 9.09; providedAgreement, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Sharesparties hereto which owns Common Stock at such time, or in other casessubject to the Certificate of Incorporation, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that shall (i) if any one vote all shares of Common Stock owned or more held of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, record by them to complete the sale by all non-defaulting Dragees, and approve such Purchase Offer; (ii) the completion of the sale by the Company agree to waive any and all dissenters or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees appraisal rights they may have in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company; and (iii) take all steps reasonably necessary to consummate such Sale of the Company, including, without limitation, transferring, upon receipt of the purchase price therefor (being no less than the highest price per share of Common Stock of the Company thereunderreceived for Common Stock under the Purchase Offer by any other Stockholder), all certificates evidencing such Stockholders’ shares of Common Stock to the Third-Party Purchaser free and clear of all security interests, liens, claims or encumbrances.

Drag Along. 4.1 If a Transferor sells, other than in a public offering pursuant to a registration statement, shares of Common Stock held by such Transferor to a Transferee in one transaction or a series of related transactions on arms-length terms which constitute the transfer of all of the Common Stock then owned by Smith and its Affiliates, the Transferor and/or its affiliates may, at t▇▇▇▇ option, cause TCW (atogether with any party deemed to be included in such definition pursuant to SECTION 4.2 below, a "DRAG-ALONG PARTY") to sell to the Transferee, on the same terms and conditions as provided with respect to the sale by the Transferor to such Transferee in such transaction, all shares of Common Stock which the Drag-Along Party then owns (such shares being "DRAG-ALONG SHARES" and such transaction being a "DRAG-ALONG TRANSACTION"); PROVIDED, HOWEVER, that: (x) the price for the Drag-Along Shares may not be lower than the price per share paid to the Transferor in the same or related transaction; and (y) the consideration for the Drag-Along Shares shall be paid in cash at the closing of the Drag-Along Transaction(s) unless the relevant Drag-Along Party consents to payment in a form other than cash or, at the option of the relevant Drag-Along Party, in the same form of payment as received by the Transferor. 4.2 If the GM Investor TCW or any of its Affiliates (a "TCW ENTITY") proposes to Transfer more than fifty percent (50%) to any Affiliate thereof any of the issued Common Stock held by such TCW Entity, then such TCW Entity, as a condition to the Transfer, shall cause such Affiliate to agree to be bound by this SECTION 4 and outstanding Equity Securities such Affiliate shall thereupon be deemed to an Independent Third be a party hereto and shall notify Smith of the identity and address of such Affiliate. Thereupon such Affi▇▇▇▇▇ shall also be deemed a "Drag-Along Party" for purposes of this Agreement. The drag-along rights set forth in this SECTION 4 shall not be applicable to transferees of the Drag-Along Party other than to other Affiliates of such Drag-Along Party. 4.3 To exercise a drag-along right, Transferor shall give written notice (the "DRAG-ALONG NOTICE") to the Drag-Along Party against whom the right is to be enforced at least fifteen (15) business days prior to an IPO (other than any proposed Transfer of Common Stock. The notice shall specify the terms of such Transfer and certify as to the facts supporting exercise of the drag-along right and include a copy of the contract between the Transferor and Transferee to consummate the Drag-Along Transfer (i) the "SALE CONTRACT"), if such a Sale Contract has been signed . During the Drag-Along Period (as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12defined below), the GM Investor shall have the right (but not the obligation) to deliver a written notice (such notice, the “Drag-Along Notice”) of its intention to do so to each other Member (the “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required Notice may not Transfer any Securities subject to participate in Transferor's drag-along rights under this SECTION 4 to any Person other than Transferor or the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Transferee. The "Drag-Along Sale Transaction involves less than one hundred percent (100%) of Period" shall be the Shares held by period commencing on the GM Investor, then each Dragee will only be required to participate in date the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Drag Along Sale Transaction (the “Drag Percentage”). If the GM Investor Notice is given an option as to and terminating on the form and amount earlier of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days 120th day following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion date of termination of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the CompanySale Contract. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. (a) 5.1 If the GM Investor Transferor sells, other than in a public offering pursuant to a registration statement or pursuant to Rule 144, shares of Common Stock of Newco held by Transferor to a Transferee in one transaction or a series of related transactions on arms-length terms which constitute the transfer of all of the Common Stock then owned by TCW and its Affiliates, the Transferor may, at its sole option, cause each of the ▇▇▇▇▇ Group members (together with any party deemed to be included in such definition pursuant to Section 5.2 below, a "Drag-Along Party") to sell to the Transferee, on the same terms and conditions as provided with respect to the sale by the Transferor to such Transferee in such transaction, all shares of Common Stock of Newco which the Drag-Along Party then owns (such shares being "Drag-Along Shares" and such transaction being a "Drag-Along Transaction"); provided, however, that: (x) the price for the Drag-Along Shares may not be lower than the price per share paid to the Transferor in the same or related transaction; and (y) the consideration for the Drag-Along Shares shall be paid in cash at the closing of the Drag-Along Transaction(s) unless the relevant Drag-Along Party consents to payment in a form other than cash or, at the option of the relevant Drag-Along Party, in the same form of payment as received by the Transferor. 5.2 If any member of the ▇▇▇▇▇ Group or any of its Affiliates (a "▇▇▇▇▇ Party") proposes to Transfer more than fifty percent (50%) to any Affiliate thereof any of the issued Common Stock of Newco held by such ▇▇▇▇▇ Party, then such ▇▇▇▇▇ Party, as a condition to the Transfer, shall cause such Affiliate to agree to be bound by this Section 5 and outstanding Equity Securities such Affiliate shall thereupon be deemed to an Independent Third be a party hereto and shall notify TCW of the identity and address of such Affiliate. Thereupon such Affiliate shall also be deemed a "Drag-Along Party" for purposes of this Agreement. The drag-along rights set forth in this Section 5 shall not be applicable to transferees of the Drag-Along Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08to other Affiliates of such Drag-Along Party. 5.3 To exercise a drag-along right, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12), the GM Investor Transferor shall have the right (but not the obligation) to deliver a give written notice (such notice, the “"Drag-Along Notice”") of its intention to do so to each other Member (the “Dragees”). The Drag-Along Notice shall set forth Party against whom the aggregate consideration right is to be paid by enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock. The notice shall specify the Independent Third Party and the other material terms and conditions of such transaction (Transfer and certify as to the facts supporting exercise of the drag-along right and include a “copy of the contract between the Transferor and Transferee to consummate the Drag-Along Transfer (the "Sale Transaction”Contract"), which shall be if such a Sale Contract has been signed. During the same Drag-Along Period (as defined below), the Drag-Along Party in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required Notice may not Transfer any securities subject to participate in the proposed Transfer in accordance with the terms and conditions of Transferor's drag-along rights under this Section 9.09; provided, that if such 5 to any Person other than Transferor or the Transferee. The "Drag-Along Sale Transaction involves less than one hundred percent (100%) of Period" shall be the Shares held by period commencing on the GM Investor, then each Dragee will only be required to participate in date the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Drag Along Sale Transaction (the “Drag Percentage”). If the GM Investor Notice is given an option as to and terminating on the form and amount earlier of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days 120th day following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion date of termination of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the CompanySale Contract. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. 17.1 If a Controlling Founder (aor Controlling Founders) If the GM Investor proposes wishes to Transfer more than transfer in aggregate over fifty percent per cent (50%) of Shares in issue for the issued time being (the Selling Controlling Founder(-s) and outstanding Equity Securities the Sellers’ Shares respectively) to an Independent Third Party prior a bona fide purchaser on arm’s-length terms (the Proposed Buyer), the Selling Controlling Founder(-s) shall have the option (the Drag Along Option) to an IPO require the Investor to sell and transfer all its interest in Shares to the Proposed Buyer (other than any Transfer (i) or as provided in Section 9.08, (iithe Proposed Buyer may direct) in connection accordance with Section 9.10the provisions of this Clause 17. 17.2 The Selling Controlling Founder(-s) may exercise the Drag Along Option by giving notice in writing to that effect (a Drag Along Notice) to the Investor, or at any time before the completion of the transfer of the Sellers’ Shares to the Proposed Buyer. A Drag Along Notice shall specify: (iiia) that the Investor is required to transfer all its Shares (the Called Shares) pursuant to Section 9.12), this Clause 17; (b) the GM identity of the Proposed Buyer; (c) the consideration per Called Share (in cash) for which the Investor shall have be obliged to sell each of the right Called Shares which shall be equal to the average consideration per Seller’s Share (but not calculated by dividing the obligationtotal consideration offered by the Proposed Buyer for all Seller’s Shares by the number of the Seller’s Shares to be transferred to the Proposed Buyer) to deliver a written notice (such notice, the “Drag-Along Notice”) of its intention to do so to each other Member (the “Dragees”Drag Consideration). The Drag-Along Notice shall set forth ; (d) the aggregate consideration amount to be paid by the Independent Third Party and Company to the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”Investor under Clause 25.2(a) or the amount to be paid by the Investor to the Company under Clause 25.4(a), as applicable; (e) a date, which shall be is no less than 15 Business Days after the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt date of service of the Drag-Drag Along Notice, each Dragee shall be on which completion of the sale and purchase of the Called Shares is to take place (the Drag Completion Date); and (f) the form of the sale agreement or any other document of a similar nature that the Investor is required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed sign in connection with such transactionsale (the Sale Agreement). 17.3 Once given, a Drag Along Notice may not be revoked save with the Investor Consent. In However, a Drag Along Notice shall lapse if, for any reason, the event that any Dragee should fail to deliver such certificates (if certificatedSelling Controlling Founder(-s) or other documentation has not completed the transfer of all the Sellers’ Shares to the Company or Proposed Buyer within three (3) months after the GM Investor’s representative, the Company shall cause the books and records date of service of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Drag Along Notice, it except when the delay is due to the actions or omission of the Investor. The Selling Controlling Founder(-s) may serve further Drag Along Notices following the lapse of any particular Drag Along Notice. 17.4 In respect of a transaction that is the subject of a Drag Along Notice and with respect to the Sale Agreement, the Investor shall only be obliged to transfer its Shares subject to receipt of the Drag Consideration in respect of all Shares to be so transferred and also the amount due to the Investor under Clause 25.2(a), if applicable, when due, and shall not have completed be obliged to give any representations, warranties, indemnities or similar assurances except customary representations, warranties, indemnities or similar assurances as to capacity to enter into and perform the Transfer of all Sale Agreement and title to the Shares Called Shares. 17.5 The liability of the GM Investor Selling Controlling Founder(-s) and the Dragees Investor to the Proposed Buyer in accordance connection with the sale of Shares pursuant to this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor Clause shall be permitted, but not obligated, several. 17.6 The Called Shares shall be transferred to complete the sale by Proposed Buyer free from all non-defaulting Dragees, Encumbrances and (ii) with all rights attached to them at the date of completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale TransactionCalled Shares. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. (a) 36.1. If the GM Investor proposes to Transfer more than fifty percent (holders of at least 50%) % of the issued shares including all shares held by the Applicable Shareholders and outstanding Equity Securities treating any shares to an Independent Third Party prior be issued under any Share Equivalent held by any Applicable Shareholder or their Permitted Transferees as if issued, allotted and held by the Applicable Shareholder) (the "Selling Shareholders") wish to an IPO transfer all their interest in shares (other than any Transfer (ithe "Sellers' Shares") as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12)a Proposed Purchaser, the GM Investor Selling Shareholders shall have the right option (but not the obligation"Drag Along Option") to deliver a written notice (such notice, require all the “Drag-Along Notice”) other holders of its intention to do so to each other Member shares and Applicable Share Equivalents (the “Dragees”). The Drag-Along Notice "Called Shareholders") to sell and transfer all their shares to the Proposed Purchaser or as the Proposed Purchaser shall set forth the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer direct in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 article on the same terms and for the same consideration (by amount and type) per share as the Selling Shareholders. 36.2. The Selling Shareholders may exercise the Drag Along Option by giving a written notice to that such Shares may be Transferred only effect (a "Drag Along Notice") to the Independent Third Party. (b) The Company and company which the GM Investor company shall have ninety (90) days following delivery forthwith copy to the Called Shareholders at any time before the transfer of the Drag-Sellers' Shares to the Proposed Purchaser. A Drag Along Notice shall be sent to complete the Transfer of Board at the company’s registered office and shall specify that the Called Shareholders are required to transfer all their shares (the "Called Shares") under this article, the person to whom they are to be transferred, the consideration for which the Called Shares are to be transferred (calculated in accordance with this Section 9.09; provided, that article) and the proposed date of transfer. 36.3. Drag Along Notices shall be irrevocable but will lapse if such Transfer would require the GM Investor, for any Dragee, the Independent Third Party, the Company or an Affiliate of any reason there is not a sale of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended Sellers' shares by the Selling Shareholders to the date that is five (5) Proposed Purchaser within 40 Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or date of service of the GM Investor has given the Drag-Drag Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor . The Selling Shareholders shall be permitted, but not obligated, entitled to complete serve further Drag Along Notices following the sale by all non-defaulting Dragees, and (ii) the completion lapse of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Companyany particular Drag Along Notice. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.

Drag Along. (a) If the GM Investor proposes to Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12), the GM Investor shall have the right (but not the obligation) to deliver a written notice (such notice, the “Drag-Along Notice”) of its intention to do so to each other Member (the “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant to the proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in connection with such transaction. In the event that any Dragee should fail to deliver such certificates (if certificated) or other documentation to the Company or the GM Investor’s representative, the Company shall cause the books and records of the Company to show that the Shares of such Dragee are bound by the provisions of this Section 9.09 and that such Shares may be Transferred only to the Independent Third Party. (b) The Company and the GM Investor shall have ninety (90) days following delivery of the Drag-Along Notice to complete the Transfer of the Shares in accordance with this Section 9.09; provided, that if such Transfer would require the GM Investor, any Dragee, the Independent Third Party, the Company or an Affiliate of any of the foregoing to obtain any regulatory approval prior to consummating such sale, such ninety (90) day period shall be extended to the date that is five (5) Business Days after such regulatory approval has been obtained or finally denied. If, within such ninety (90) day period (as it may be extended) after the Company or the GM Investor has given the Drag-Along Notice, it shall not have completed the Transfer of all the Shares of the GM Investor and the Dragees in accordance with this Section 9.09 the Company or the GM Investor shall return to each of the Dragees all certificates (if certificated) representing Shares, or in other cases, mutually acceptable instruments of transfer, that the Dragees delivered for Transfer pursuant hereto and that were not purchased in accordance with this Section 9.09; provided, that (i) if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to complete the sale by all non-defaulting Dragees, and (ii) the completion of the sale by the Company or the GM Investor and such non-defaulting Dragees shall not relieve a defaulting Dragee of liability for its breach. All reasonable out-of-pocket costs and expenses incurred by the Company, the GM Investor and the Dragees in connection with the Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Sale Transaction will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Drag-Along Sale Transaction to all holders of Shares in respect of their Shares included in such Drag-Along Sale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares included in such Drag-Along Sale Transaction in accordance with the relevant provisions of Section 3.02 (it being understood that, if less than all of the Shares are being Transferred, for purposes of such calculations, it shall be assumed that the Shares included in such Drag-Along Sale Transaction constitute all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Drag-Along Sale Transaction not receiving any consideration with respect to such Drag-Along Sale Transaction. (d) The provisions of this Section 9.09 shall not apply to any Transfer to a Permitted Transferee in accordance with Section 9.02. (e) The obligations of a Member in connection with a Drag-Along Sale shall be subject to the limitations set forth in Section 9.08(d) as if such Drag-Along Sale was a Sale of the Company thereunder.