Common use of Drag Along Clause in Contracts

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

Drag Along. (a) If (i) POI Acquisition (for purposes of this Section 4.3, the holders “Selling Stockholder”) receives a bona fide offer from any third party who is not an Affiliate of either the Company or POI Acquisition to purchase (including a majority purchase by merger, consolidation or similar transaction) 100% of the shares Common Shares owned by the Selling Stockholder at such time, (ii) at least 90% of the Company’s voting stock then-outstanding fair market value of the consideration to be received by the Selling Stockholder in such offer is in the form of cash, Cash Equivalents or Marketable Securities and (iii) such offer is accepted by the Selling Stockholder, then QDRF (for purposes of this Section 4.3, the “Majority HoldersOther Stockholder”) propose hereby agrees that, if requested by the Selling Stockholder, it will transfer to sellsuch purchaser, assign or transfersubject to Section 4.3(b), directly or indirectlyon the terms of the offer so accepted by the Selling Stockholder, including time of payment, form of consideration and adjustments to purchase price, all of their shares of capital stock of the Company to any third party (a “Drag-Along Transfer”), the Majority Holders may exercise drag-along rights in accordance with and subject to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along Rights”)its Common Shares. (ab) The Majority Holders shall Selling Stockholder will give written notice (a the “Drag-Along Notice”) at least fifteen to the Other Stockholder of any proposed transfer giving rise to the rights of the Selling Stockholder set forth in Section 4.3(a) (15a “Drag-Along Sale”) not more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement relating to the Drag-Along Sale and, in any event, no later than 20 days prior to the consummation of closing date for such proposed Drag-Along Transfer to Participant of any election by the Majority Holders to exercise their Sale. The Drag-Along Rights hereunder, setting Notice will set forth (i) the shares number of Common Shares proposed to be so transferred, (ii) the consideration to be received for such shares, (ii) the identity name of the prospective transfereepurchaser, the proposed amount and (iv) any form of consideration, the number of Common Shares sought and the other material terms and conditions of the proposed transactionoffer. Such notice The Other Stockholder shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for make the same amount representations, warranties, covenants, indemnities and form of consideration per share agreements as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-Along Notice. (b) Within seven (7) days of delivery of the Drag-Along Notice, Participant shall deliver to the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along Notice. (c) In the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant Selling Stockholder makes in connection with the Drag-Along Transfer are limited Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to representations the Selling Stockholder, the Other Stockholder shall make the comparable representations, warranties, covenants, indemnities and warranties related agreements pertaining specifically to authorityitself); provided, ownership that all representations, warranties, covenants and indemnities shall be made by the Selling Stockholder and the ability Other Stockholder severally and not jointly and provided further that in the event that at the time of execution of the definitive agreement relating to convey title such Drag-Along Sale the Other Stockholder no longer retains the right to designate the QDRF Designee pursuant to Section 2.1(a), the Other Stockholder shall be required only to make representations, warranties, covenants, indemnities and agreements pertaining specifically to itself consistent with the representations, warranties, covenants, indemnities and agreements pertaining specifically to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to Selling Stockholder. The Other Stockholder will be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms responsible for funding its proportionate share of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person escrow arrangements in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties Sale and covenants of the Company as well as breach by any stockholder for its proportionate share of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability withdrawals therefrom. The Other Stockholder also will be responsible for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy its proportionate share of any representations fees, commissions, adjustments to purchase price and warranties made by the Company, the Majority Holders or the Purchaser expenses in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive Sale. If the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holders. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to Sale is not consummated within 90 days from the contrary, there shall be no liability on the part date of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for Notice (subject to extension to obtain any reasonnecessary regulatory approvals), and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Selling Stockholder(s) must deliver another Drag-Along Notice in order to exercise their rights under this Section 4.3 with respect of to such Proposed Drag-Along TransferSale.

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

Drag Along. (a) If the holders of a majority GM Investor proposes to Transfer more than fifty percent (50%) of the shares of the Company’s voting stock then-issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (the “Majority Holders”other than any Transfer (i) propose as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of the Company to any third party (a “Drag-Along Transfer”Section 9.12), the Majority Holders may exercise drag-along rights in accordance with and subject GM Investor shall have the right (but not the obligation) to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along Rights”). (a) The Majority Holders shall give deliver a written notice (a such notice, the “Drag-Along Notice”) at least fifteen of its intention to do so to each other Member (15) days prior to the consummation of such proposed “Dragees”). The Drag-Along Transfer to Participant of any election by Notice shall set forth the Majority Holders to exercise their Drag-Along Rights hereunder, setting forth (i) the shares proposed to be transferred, (ii) the aggregate consideration to be received for such shares, (ii) paid by the identity of Independent Third Party and the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such transaction (a “Drag-Along TransferSale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as specified in the Drag-Along Notice. (b) Within seven (7) days of delivery otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, Participant 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 Majority Holders 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 as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transfereeduly endorsed, together with a limited power-of-attorney authorizing the Majority Holders Company and the GM Investor to transfer sell or otherwise dispose of such Shares on pursuant to the terms set forth proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in the Drag-Along Notice. (c) connection with such transaction. In the event that any transfer pursuant 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 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take 9.09 and that such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as Shares may be required Transferred only to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect theretothe Independent Third Party. (db) If The Company and the Drag-Along Transfer is not consummated within one hundred and eighty GM Investor shall have ninety (18090) days after 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 Majority Holders 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) return if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to each Dragcomplete the sale by all non-Along Holder defaulting Dragees, and (ii) the limited powercompletion 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-attorney pocket costs and all certificates representing expenses incurred by the shares that Participant delivered pursuant to this Section 9 Company, the GM Investor and any other documents in the possession of the Majority Holders executed by Participant Dragees in connection with the proposed Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along TransferSale 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) Notwithstanding the foregoing, The obligations of a Member in connection with a Drag-Along Holder will not Sale shall be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title subject to the Shares, including, but not limited to, representations and warranties that (ilimitations set forth in Section 9.08(d) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, as if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants Sale was a Sale of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holdersthereunder. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfer.

Drag Along. (a) If 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 holders of a majority of the shares aggregate more than 50% of the Company’s voting stock then-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 Shares, then the Selling Stockholder(s) shall have the right (the “Majority Holders”) propose to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of the Company to any third party (a “Drag-Along TransferRight”)) to require each other Stockholder (each, a “Remaining Stockholder”) to sell all, but not less than all of its Shares to the Majority Holders may exercise drag-along rights 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 and subject to the terms, conditions and procedures set forth in this Section 9 following provisions: (“b) The Drag-Along Rights”). (a) The Majority Holders shall give Right may only be exercised by written notice (a the “Drag-Drag Along Notice”) at least fifteen (15from the Selling Stockholder(s) days prior and the Third Party Purchaser to the consummation of such proposed Remaining Stockholders. (c) The Drag-Along Transfer to Participant of any election by the Majority Holders to exercise their Drag-Along Rights hereunder, setting forth Notice shall: (i) state the shares proposed to be transferredname of the Third Party Purchaser, the name of each Selling Stockholder and the number of Shares of each Selling Stockholder being sold, the purchase price for the 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 Shares; (ii) include written confirmation from the consideration to be received for such shares, (ii) the identity Third Party Purchaser that it is a condition of the prospective transferee, completion of such purchase and (iv) any other material terms and conditions sale that the Third Party Purchaser purchase all of the proposed transaction. Such notice shall also specify Company’s issued and outstanding Shares; and (iii) be given no later than 30 days before the aggregate number date fixed for completion of shares Participant shall be required to transfer. Any transfer the sale by the Selling Stockholder(s) of shares by Participant pursuant its/their Shares to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-Along NoticeThird Party Purchaser. (bd) Within seven (7) days of The delivery of the Drag-Along NoticeNotice to a Remaining Stockholder shall constitute an irrevocable and binding obligation of the Remaining Stockholder to sell, Participant shall deliver and the Third Party Purchaser to purchase, all of the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such 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 the Drag-Along Notice. (c) In the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer3.04. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with forgoing provisions of this Section 9 in connection with 3.04, any proposed DragRemaining Stockholder who is not a director, officer, or management-Along Transfer, unless: level employee of the Company (ior an Affiliate of such a Person) Any 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 Shares owned by the Selling Stockholder(s); provided, further, that all representations, warranties, covenants and indemnities shall be made by Participant 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 aggregate proceeds received by each Selling Stockholder and each such Remaining Stockholder in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the sale of Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holders. (f) All costs At or before the time of completion of the sale of the Shares of each Remaining Stockholder to the Third Party Purchaser, each such Remaining Stockholder shall (i) cause to be discharged any and expenses incurred by Participant in connection all Liens against its Shares, and (ii) execute and deliver to the Third Party Purchaser, against payment for such Shares, all stock certificates representing such Shares, duly endorsed for transfer or with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participantduly executed stock powers or other assignment forms attached. (g) Notwithstanding anything herein 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 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 contraryThird Party Purchaser a stock power or other assignment form and all such other agreements, there shall be no liability on instruments and documents as such Third Party Purchaser may reasonably require to effectuate the part sale to it of the Majority Holders Shares of such Remaining Stockholder, and such Remaining Stockholder hereby ratifies and confirms all that the Secretary or such other officer of the Company may lawfully do or cause to Participant if a Drag-Along Transfer 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 consummated be revoked in any manner or for any reason. Any out-of-pocket costs 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 Shares of such Remaining Stockholder) shall be for the sole account of such Remaining Stockholder, and shall be deducted from the Majority Holders shall not be obligated purchase price payable to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along TransferRemaining Stockholder for its Shares.

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 holders transfer of a majority all of the Common Stock then owned by Xxxxx and its Affiliates, the Transferor and/or its affiliates may, at their option, cause TCW (together with any party deemed to be included in such definition pursuant to SECTION 4.2 below, a "DRAG-ALONG PARTY") 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 Company’s voting stock then-outstanding (the “Majority Holders”) propose to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of the Company to any third party (a “Drag-Along 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 TCW or any of its Affiliates (a "TCW ENTITY") proposes to Transfer to any Affiliate thereof any of the Common Stock held by such TCW Entity, then such TCW Entity, as a condition to the Transfer”), shall cause such Affiliate to agree to be bound by this SECTION 4 and such Affiliate shall thereupon be deemed to be a party hereto and shall notify Xxxxx of the Majority Holders may exercise 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 in accordance with and subject to the terms, conditions and procedures set forth in this Section 9 (“SECTION 4 shall not be applicable to transferees of the Drag-Along Rights”)Party other than to other Affiliates of such Drag-Along Party. (a) The Majority Holders 4.3 To exercise a drag-along right, Transferor shall give written notice (a “the "DRAG-ALONG NOTICE") to the Drag-Along Notice”) Party against whom the right is to be enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock. The notice shall specify the consummation terms of such proposed 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 to Participant of any election by (the Majority Holders to exercise their "SALE CONTRACT"), if such a Sale Contract has been signed . During the Drag-Along Rights hereunderPeriod (as defined below), setting forth the Drag-Along Party in receipt of the Drag-Along Notice may not Transfer any Securities subject to Transferor's drag-along rights under this SECTION 4 to any Person other than Transferor or the Transferee. The "Drag-Along Period" shall be the period commencing on the date the Drag Along Notice is given and terminating on the earlier of (i) the shares proposed to be transferred, (ii) the consideration to be received for such shares, (ii) the identity of the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-Along Notice. (b) Within seven (7) days of 120th day following delivery of the Drag-Along Notice, Participant shall deliver to the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders Notice or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along Notice. (c) In the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations date of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation termination of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority HoldersSale Contract. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfer.

Drag Along. If the 10.1 Prior to a Qualified IPO, if (A) holders of a majority of the shares of Ordinary Shares and (B) Majority Series B Preferred Holders (collectively, the Company’s voting stock then-outstanding (the “Majority Holders”) propose to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of the Company to any third party (a “Drag-Along TransferTransferors”), propose to Transfer all their interests in the Company in a transaction that would constitute a Deemed Liquidation Event (a “Drag Transaction”), the Majority Holders may exercise drag-along rights in accordance with and subject to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along RightsTransferors shall 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 (a) The Majority Holders shall give written notice (a the “DragNon-Along NoticeTransferring Parties”) at least fifteen (15) days prior to, and each of the Non-Transferring Parties shall, approve, and take all actions reasonably necessary or appropriate to enable, the consummation of such proposed Drag-Along Transfer to Participant of any election by the Majority Holders to exercise their Drag-Along Rights hereunderDrag Transaction, setting forth including but not limited to: (i) the shares proposed to be transferredTransfer, (ii) the consideration to be received for such shares, (ii) the identity of the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for at the same amount and form of consideration per share time as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-Along Notice. (b) Within seven (7) days Transferors Transfer to the potential purchaser in the Drag Transaction, all of delivery its interests in the Company, on the same terms and conditions and for the same price that the interests of the Drag-Along NoticeTransferors will be Transferred, (ii) vote all of its Shares (A) in favor of such Drag Transaction, Participant shall deliver (B) against any other transaction that would interfere with, delay, restrict, or otherwise adversely affect such Drag Transaction, and (C) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) relating to such Drag Transaction or that could result in any of the conditions to the Majority Holders closing obligations under such instruments agreement(s) not being fulfilled, and, in connection therewith, to be present (in person or by proxy) at all relevant meetings of transfer 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 Drag Transaction; (iv) take all necessary actions in connection with the consummation of such Drag Transaction as shall be reasonably requested by the Majority Holders Drag-Along Transferors, 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 prospective transfereedelivery, includingat the closing of such Drag Transaction involving a sale of Shares, as applicableof all certificates representing Shares held or controlled by such holder, one or more stock certificates, properly duly endorsed for transfer or accompanied by a duly executed share transfer form, or affidavits and indemnity undertakings with respect to the transfereelost certificates; and (v) restructure such Drag Transaction, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in as and if reasonably requested by the Drag-Along Notice. (c) In the event that any transfer pursuant to this Section 9 is structured Transferors, as a merger, consolidation consolidation, restructuring or business combinationsimilar transaction, or any a sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transactionassets (either in terms of quantities or value) of the Company, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect theretootherwise. (d) If 10.2 In the event that any such Non-Transferring Party fails for any reason to take any of the foregoing actions in Section 10.1 after receipt of the Drag Notice, such Non-Transferring Party hereby grants an irrevocable power of attorney and proxy to any Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return Transferor to each Drag-Along Holder the limited power-of-attorney and take all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in necessary actions and to the Shares that Participant purports to hold, free execute and clear of deliver all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into deemed by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except Transferor to be reasonably necessary or appropriate to effectuate the extent that funds may be paid out terms of an escrow established to cover breach of representations, warranties and covenants Section 10.1. Shareholders Agreement 10.3 None of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata transfer restrictions set forth in proportion to, and does not exceed, the amount of consideration paid to Participant this Agreement shall apply in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfera Drag Transaction, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holders. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding notwithstanding anything herein contained to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfercontrary herein.

Drag Along. (a) If Resolute Investors (as defined in the holders of a majority Shareholder Agreement) holding, in the aggregate, at least 50 percent (50%) of the shares of the Company’s voting stock then-outstanding Common Shares (the “Majority HoldersSelling Shareholders”) propose agree to sell, assign or transfer, directly or indirectly, enter into a transaction which would result in the Transfer of all of their shares of capital stock of the Company Common Shares owned by the Selling Shareholders to any a non-Affiliate third party (a the “Drag-Along TransferBuyer”), the Majority Holders Selling Shareholders may exercise drag-along rights in accordance with and subject to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along Rights”). (a) The Majority Holders shall give deliver written notice (a “Drag-Along Notice”) at least fifteen to each other Shareholder (15) days prior to the consummation of such proposed “Drag-Along Transfer to Participant of any election by the Majority Holders Shareholders”), stating that such Selling Shareholders wish to exercise their rights under this Section 12 with respect to such Transfer, and setting forth the name and address of the Drag-Along Rights hereunderBuyer, setting forth (i) the shares number of Common Shares proposed to be transferredTransferred, (ii) the consideration to be received for such shares, (ii) the identity proposed amount and form of the prospective transfereeconsideration, and (iv) any all other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares offered by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-Along NoticeBuyer. (b) Within seven Upon delivery of a Drag-Along Notice, each Drag-Along Shareholder shall be required to Transfer all, but not less than all, of its Common Shares, upon the same terms and conditions (7including, without limitation, as to price, time of payment and form of consideration) days of delivery 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 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 Notice, Participant shall deliver Shareholder as to the Majority Holders unencumbered title to its Common Shares and the power, authority and legal right to Transfer such instruments Common Shares, the aggregate amount of transfer as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in liability of the Drag-Along NoticeShareholder 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 transfer pursuant to this Section 9 such Transfer is structured as a merger, consolidation amalgamation, consolidation, or similar business combination, or any sale of all or substantially all assets, Participant must further agree each Drag-Along Shareholder agrees to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, 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 of Section 11 (each such Shareholder, a “Breaching Drag-Along Transfer Shareholder”), the Shareholders and the Company shall take such action as is not consummated within one hundred and eighty (180) days after delivery necessary in accordance with the Bye-laws of the Drag-Along NoticeCompany and Bermuda law to convene a general meeting or to circulate written resolutions, the Majority Holders shall (i) return purpose of which will be to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession propose for approval of the Majority Holders executed by Participant Shareholders such actions as are necessary in connection order to ensure compliance with the proposed Drag-Along Transferprovisions of Section 11. (e) Notwithstanding Solely for purposes of Section 11 and in order to secure the foregoingperformance of each Shareholder’s obligations under Section 11, a each Shareholder hereby: (i) appoints each Drag-Along Proxy Holder will not be required (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 comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i11(d) Any representations on behalf of such Shareholder; and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) agrees on the obligations date hereof to grant a proxy to each Proxy Holder in the form attached hereto as Exhibit for the purpose of Participant in connection 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 transaction have been duly authorized, if applicable, (iii) the documents proxy to be entered into by Participant have been duly executed by Participant granted pursuant to this Section 11(d) shall be coupled with an interest and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to shall be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holdersirrevocable. (f) All costs and expenses incurred by Participant in connection with any For purposes of Section 11, each “Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, Proxy Holder” shall be borne an individual nominated for this purpose by Participantany Selling Shareholder. (g) Notwithstanding anything herein Each Shareholder agrees to take such further action and to execute such other instruments as may be necessary to effect the contraryappointment of attorneys-in-fact and proxies pursuant to this Section 11, there shall be no liability on the part of the Majority Holders to Participant if a and each Drag-Along Transfer is not consummated Breaching Shareholder hereby revokes any power of attorney or proxy previously granted by it with respect to the matters set forth in Section 11 for purposes of, respectively, any reason, and the Majority Holders shall not be obligated written resolutions circulated or any general meeting convened pursuant to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along TransferSection 11(d).

Drag Along. 4.1 If Transferor sells, other than in a public offering pursuant to a registration statement or pursuant to Rule 144 (or any successor provision) under the holders Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Company’s voting stock thenIssuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "DRAG-outstanding (ALONG PARTY" and collectively, the “Majority Holders”"DRAG-ALONG PARTIES") propose to sellsell to the Transferee, assign or transferon the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, directly or indirectly, all up to the number of their shares of capital stock Common Stock (rounded to the nearest whole share) equal to the product of (i) the Company to any third party (a “total number of shares of Common Stock which such Drag-Along Transfer”Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "DRAG-ALONG SHARES" and such transaction being a "DRAG-ALONG TRANSACTION"); provided however, that: (v) Transferor shall only be entitled to drag along shares of Common Stock under this SECTION 4 that the Majority Holders may exercise Drag-Along Party or Parties own as of the date hereof (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in accordance with this SECTION 4); (w) Transferor may not receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and subject (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the termsCommon Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger Transaction. 4.2 If any of the Drag-Along Parties proposes to Transfer to any of its affiliates any of the Common Stock held by such Drag-Along Party, conditions and procedures then such Drag-Along Party, as a condition to the exercise of such right of Transfer, shall cause such Transferee to agree to be bound by this SECTION 4. The drag-along rights set forth in this Section 9 (“SECTION 4 shall not be applicable to transferees of the Drag-Along Rights”)Parties other than to their respective affiliates. (a) The Majority Holders 4.3 To exercise a drag-along right, Transferor shall give written notice (a “to the Drag-Along Notice”) Party or Parties against whom the right is to be enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock and/or Series Z Preferred Stock. The notice shall specify the consummation terms of such proposed Transfer and certify as to the facts supporting exercise of the drag-along right. The Drag-Along Transfer to Participant Parties shall have ten (10) business days after receipt of any election by such notice (the Majority Holders to exercise their Drag"DRAG-Along Rights hereunder, setting forth (iALONG NOTICE PERIOD") the shares proposed to be transferred, (ii) the consideration to be received for before such shares, (ii) the identity of the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant parties shall be required to transfer. Any transfer of Transfer their shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in Transferee. During the Drag-Along Notice. (b) Within seven (7) days of delivery of Notice Period the Drag-Along Notice, Participant shall deliver Party or Parties in receipt of such notice may not Transfer any Securities subject to the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer Transferor's drag-along rights under this SECTION 4 to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along Notice. (c) In the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (Person other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect theretoTransferor. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holders. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfer.

Drag Along. (a) If the holders of a majority GM Investor proposes to Transfer more than fifty percent (50%) of the shares of the Company’s voting stock then-issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (the “Majority Holders”other than any Transfer (i) propose as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of the Company to any third party (a “Drag-Along Transfer”Section 9.12), the Majority Holders may exercise drag-along rights in accordance with and subject GM Investor shall have the right (but not the obligation) to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along Rights”). (a) The Majority Holders shall give deliver a written notice (a such notice, the “Drag-Along Notice”) at least fifteen of its intention to do so to each other Member (15) days prior to the consummation of such proposed “Dragees”). The Drag-Along Transfer to Participant of any election by Notice shall set forth the Majority Holders to exercise their Drag-Along Rights hereunder, setting forth (i) the shares proposed to be transferred, (ii) the aggregate consideration to be received for such shares, (ii) paid by the identity of Independent Third Party and the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such transaction (a “Drag-Along TransferSale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as specified in the Drag-Along Notice. (b) Within seven (7) days of delivery otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, Participant 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 Majority Holders 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 as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transfereeduly endorsed, together with a limited power-of-attorney authorizing the Majority Holders Company and the GM Investor to transfer sell or otherwise dispose of such Shares on pursuant to the terms set forth proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in the Drag-Along Notice. (c) connection with such transaction. In the event that any transfer pursuant 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 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take 9.09 and that such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as Shares may be required Transferred only to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect theretothe Independent Third Party. (db) If The Company and the Drag-Along Transfer is not consummated within one hundred and eighty GM Investor shall have ninety (18090) days after 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 Majority Holders 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) return if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to each Dragcomplete the sale by all non-Along Holder defaulting Dragees, and (ii) the limited powercompletion 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-attorney pocket costs and all certificates representing expenses incurred by the shares that Participant delivered pursuant to this Section 9 Company, the GM Investor and any other documents in the possession of the Majority Holders executed by Participant Dragees in connection with the proposed Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Transfer. (e) Notwithstanding Sale Transaction will be a Deemed Liquidation Event and the foregoing, a aggregate consideration payable upon consummation of such Drag-Along Holder will not be required Sale Transaction to comply with this Section 9 all holders of Shares in connection with any proposed respect of their Shares included in such Drag-Along TransferSale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, unless: (ipurchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) Any representations and warranties to be made by Participant as between the classes of Shares included in connection with the such Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant Sale Transaction in accordance with their respective terms; and the relevant provisions of Section 3.02 (iv) neither the execution and delivery of documents to be entered into in connection with the transactionit being understood that, nor the performance of Participant’s obligations thereunder, will cause a breach or violation if less than all of the terms Shares are being Transferred, for purposes of any agreementsuch calculations, law or judgment, order or decree of any court or governmental agency; (ii) Participant it shall not be liable for assumed that the inaccuracy of any representation or warranty made by any other person Shares included in connection with the such Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants Sale Transaction constitute all of the Company as well as breach by any stockholder Shares outstanding). For clarity, the application of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant Section 3.02 may result in some Shares included in the Drag-Along Transfer and for the inaccuracy of Sale Transaction not receiving any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection consideration with respect to such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority HoldersSale Transaction. (fd) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part The provisions of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders this Section 9.09 shall not be obligated apply to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered any Transfer to a Drag-Along Notice Permitted Transferee in respect of such Proposed Drag-Along Transferaccordance with Section 9.02.

Drag Along. If (a) So long as the holders of a majority Series D Stock hold at least twenty-five percent (25%) of the 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 Series D Stock, voting as a single class (on an as-if-converted basis), vote to approve a bona fide offer (the “Purchase Offer”) from a third party or parties who are not Affiliates of the Company (the “Third-Party Purchaser”) to initiate a Sale of the Company’s voting stock then-outstanding , then the Company shall cause a written notice of the Purchase Offer (the “Majority Holders”) propose to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of the Company to any third party (a “Drag-Along Transfer”), the Majority Holders may exercise drag-along rights in accordance with and subject to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along Rights”). (a) The Majority Holders shall give written notice (a “Drag-Along Notice”) at least fifteen (15) days prior to the consummation of such proposed Drag-Along Transfer be delivered to Participant of any election by the Majority Holders to exercise their Drag-Along Rights hereunderall Stockholders, setting forth (i) the shares proposed to be transferredaggregate consideration, (ii) the consideration to be received for such shares, (ii) the identity of the prospective transferee, Third-Party Purchaser and (iv) any the other material principal terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-Along NoticePurchase Offer. (b) Within seven thirty (730) days of delivery of after the Drag-Along Notice, Participant shall deliver Notice is deemed to have been provided to the Majority Holders Stockholders in accordance with this Agreement, each of the parties hereto which owns Common Stock at such instruments of transfer as shall be reasonably requested by the Majority Holders or the prospective transfereetime, including, as applicable, one or more stock certificates, properly endorsed for transfer subject to the transfereeCertificate of Incorporation, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along Notice. (c) In the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to shall (i) vote all shares of Common Stock owned or provide a written consent in favor held of the transaction, record by them to approve such Purchase Offer; (ii) take agree to waive any and all dissenters or appraisal rights they may have in connection with the consummation of such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, Sale of the Company; and (iii) take all action steps reasonably necessary to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with consummate such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions Sale of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holders. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legaltransferring, accounting and investment banking feesupon receipt of the purchase price therefor (being no less than the highest price per share of Common Stock of the Company received for Common Stock under the Purchase Offer by any other Stockholder), shall be borne by Participant. (g) Notwithstanding anything herein all certificates evidencing such Stockholders’ shares of Common Stock to the contraryThird-Party Purchaser free and clear of all security interests, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reasonliens, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transferclaims or encumbrances.

Drag Along. 5.1 If the holders 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 majority Transferee in one transaction or a series of related transactions on arms-length terms which constitute the transfer of all of the shares Common Stock then owned by TCW and its Affiliates, the Transferor may, at its sole option, cause each of the Company’s voting stock then-outstanding Xxxxx Group members (the “Majority Holders”) propose together with any party deemed to sellbe included in such definition pursuant to Section 5.2 below, assign or transfer, directly or indirectly, all of their shares of capital stock of the Company to any third party (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 Xxxxx Group or any of its Affiliates (a "Xxxxx Party") proposes to Transfer to any Affiliate thereof any of the Common Stock of Newco held by such Xxxxx Party, then such Xxxxx Party, as a condition to the Transfer”), shall cause such Affiliate to agree to be bound by this Section 5 and such Affiliate shall thereupon be deemed to be a party hereto and shall notify TCW of the Majority Holders may exercise 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 in accordance with and subject to the terms, conditions and procedures set forth in this Section 9 (“5 shall not be applicable to transferees of the Drag-Along Rights”)Party other than to other Affiliates of such Drag-Along Party. (a) The Majority Holders 5.3 To exercise a drag-along right, Transferor shall give written notice (a “the "Drag-Along Notice”") to the Drag-Along Party against whom the right is to be enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock. The notice shall specify the consummation terms of such proposed 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 to Participant of any election by (the Majority Holders to exercise their "Sale Contract"), if such a Sale Contract has been signed. During the Drag-Along Rights hereunderPeriod (as defined below), setting forth the Drag-Along Party in receipt of the Drag-Along Notice may not Transfer any securities subject to Transferor's drag-along rights under this Section 5 to any Person other than Transferor or the Transferee. The "Drag-Along Period" shall be the period commencing on the date the Drag Along Notice is given and terminating on the earlier of (i) the shares proposed to be transferred, (ii) the consideration to be received for such shares, (ii) the identity of the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-Along Notice. (b) Within seven (7) days of 120th day following delivery of the Drag-Along Notice, Participant shall deliver to the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders Notice or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along Notice. (c) In the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations date of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation termination of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority HoldersSale Contract. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfer.

Drag Along. 4.1 If Transferor sells, other than in a public offering pursuant to a registration statement or pursuant to Rule 144 (or any successor provision) under the holders Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of the Company’s voting stock then-outstanding (the “Majority Holders”) propose to sell, assign or transfer, directly or indirectly, all of their shares of capital stock Common Stock and Series Z Preferred Stock of the Company to Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Smitx Xxxup and JEDI (either party, and any third party (affiliate thereof, being a “"Drag-Along Transfer”)Party" and collectively, the Majority Holders may exercise "Drag-Along Parties") to sell to the Transferee, on the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such transaction being a "Drag-Along Transaction"); provided however, that: (v) Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in accordance with this Section 4); (w) Transferor may not receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and subject (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the termsCommon Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger Transaction. 4.2 If any of the Drag-Along Parties proposes to Transfer to any of its affiliates any of the Common Stock held by such Drag-Along Party, conditions and procedures then such Drag-Along Party, as a condition to the exercise of such right of Transfer, shall cause such Transferee to agree to be bound by this Section 4. The drag-along rights set forth in this Section 9 (“4 shall not be applicable to transferees of the Drag-Along Rights”)Parties other than to their respective affiliates. (a) The Majority Holders 4.3 To exercise a drag-along right, Transferor shall give written notice (a “to the Drag-Along Notice”) Party or Parties against whom the right is to be enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock and/or Series Z Preferred Stock. The notice shall specify the consummation terms of such proposed Transfer and certify as to the facts supporting exercise of the drag-along right. The Drag-Along Transfer to Participant Parties shall have ten (10) business days after receipt of any election by such notice (the Majority Holders to exercise their "Drag-Along Rights hereunder, setting forth (iNotice Period") the shares proposed to be transferred, (ii) the consideration to be received for before such shares, (ii) the identity of the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant parties shall be required to transfer. Any transfer of Transfer their shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in Transferee. During the Drag-Along Notice. (b) Within seven (7) days of delivery of Notice Period the Drag-Along Notice, Participant shall deliver Party or Parties in receipt of such notice may not Transfer any Securities subject to the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited powerTransferor's drag-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along Notice. (c) In the event that any transfer pursuant to along rights under this Section 9 is structured as a merger, consolidation or business combination, or 4 to any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (Person other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect theretoTransferor. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holders. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfer.

Drag Along. If In the holders event one or more Member(s) (the “Dragging Member”) proposes a sale of a majority all Member Interests owned by such Member(s), which Member Interests constitutes at least fifty-one percent (51%) of the shares outstanding Member Interests of the Company, in one or more related transactions to a bona fide third party purchaser on an arm’s voting stock then-outstanding length basis, the Dragging Member will have the right (the “Majority HoldersDrag-Along Right”) propose to sell, assign or transfer, directly or indirectly, require all of their shares of capital stock (but not less than all) of the Company to any third party other Members (each a “Drag-Along Transfer”)Member” and collectively, the Majority Holders may exercise drag-along rights in accordance with and subject to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along RightsMembers”). (a) The Majority Holders shall give written to sell all their Member Interests by providing a notice (a the “Drag-Along Notice”) at least fifteen (15) days prior to the consummation of such proposed Drag-Along Transfer to Participant of any election by the Majority Holders to exercise their Members. The Drag-Along Rights hereunder, setting forth Notice shall include: (i) a statement of the shares proposed Dragging Member’s bona fide intent to be transferredsell the requisite number of Member Interests, (ii) the name and address of the proposed purchaser, (iii) the total consideration to be received paid by the purchaser for such sharesMember Interests collectively, (ii) the identity of the prospective transfereewhich must be in cash or obligations to pay cash, and (iv) any the other material terms and conditions of the proposed transfer including the closing date of the transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount , and form of consideration per share (v) such other information as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-Along Notice. (b) Within seven (7) days of delivery recipient of the Drag-Along Notice, Participant shall deliver to the Majority Holders such instruments of transfer as shall be Notice may reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on request. Notwithstanding the terms set forth in the Drag-Along Notice. (c) In the event that of any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor offer of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal proposed purchaser or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of in the Drag-Along Notice, the Majority Holders amount of any consideration payable to Members with respect to Member Interests shall be allocated (i) return first to each Clean Energy in the amount the Adjusted Capital Return, determined as of the date of transfer, and (ii) thereafter among Members in proportion to their respective numbers of Member Interests. The Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds Rights may be paid out exercised without following the requirements of an escrow established to cover breach of representationsSection 13.2 c and, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holders. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer Notice is given, the procedures of Section 13.9 may not be invoked unless and until there is not consummated for any reason, and reasonable possibility that a sale pursuant to the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transferwill occur.

Drag Along. 4.1 If Transferor sells, other than in a public offering pursuant to a registration statement or pursuant to Rule 144 (or any successor provision) under the holders Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of the Company’s voting stock then-outstanding (the “Majority Holders”) propose to sell, assign or transfer, directly or indirectly, all of their shares of capital stock Common Stock and Series Z Preferred Stock of the Company to Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any third party (affiliate thereof, being a “"Drag-Along Transfer”)Party" and collectively, the Majority Holders may exercise "Drag-Along Parties") to sell to the ---------------- ------------------ Transferee, on the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in accordance with this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and subject (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the termsCommon Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger Transaction. 4.2 If any of the Drag-Along Parties proposes to Transfer to any of its affiliates any of the Common Stock held by such Drag-Along Party, conditions and procedures then such Drag-Along Party, as a condition to the exercise of such right of Transfer, shall cause such Transferee to agree to be bound by this Section 4. The drag-along rights --------- set forth in this Section 9 (“Drag-4 shall not be applicable to transferees of the Drag- --------- Along Rights”)Parties other than to their respective affiliates. (a) The Majority Holders 4.3 To exercise a drag-along right, Transferor shall give written notice (a “to the Drag-Along Notice”) Party or Parties against whom the right is to be enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock and/or Series Z Preferred Stock. The notice shall specify the consummation terms of such proposed Transfer and certify as to the facts supporting exercise of the drag-along right. The Drag-Along Transfer to Participant Parties shall have ten (10) business days after receipt of any election by such notice (the Majority Holders to exercise their "Drag-Along Rights hereunder, setting forth (iNotice Period") the shares proposed to be transferred, (ii) the consideration to be received for before such shares, (ii) the identity of the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant ------------------------ parties shall be required to transfer. Any transfer of Transfer their shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in Transferee. During the Drag-Along Notice. (b) Within seven (7) days of delivery of Notice Period the Drag-Along Notice, Participant shall deliver Party or Parties in receipt of such notice may not Transfer any Securities subject to the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited powerTransferor's drag-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along Notice. (c) In the event that any transfer pursuant to along rights under this Section 9 is structured as a merger, consolidation or business combination, or 4 to any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (Person other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holders. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfer.Transferor. ---------

Drag Along. If 12.1 In case (i) 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) if 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, each Principal Investors may, at their sole discretion, written notice to the Company (“Drag Along Notice”) cause the Promoters and other Shareholders of the Company (excluding the other Principal Investors) (“Dragged Shareholders”), to (i) sell such number of their Shares up to 100% (one hundred percent) as stipulated by the Principal Investors to a third party; or (ii) merge or consolidate the Company with any other entity; (iii) sell all or substantially all Assets or Proprietary Rights of the Company to a third party, in a manner determined by the Principal Investors in conjunction with an offer received from a third party (such sale referred to as the “Drag Sale” and such right of the Principal Investors referred to as the “Drag Along Right”). The Company will facilitate and the Promoters and other Shareholders will co-operate with the Principal Investors in connection with the Principal Investors exercising the Drag Along Right including by (i) co-operating in any due diligence conducted by the any third party and providing all necessary information relating to the Company; (ii) voting, as Shareholders of the Company and as holders of a majority Equity Securities of the shares 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 consummated, including, as appropriate, exercising their best efforts to cause all Directors under their control or influence to vote, as Directors, to approve the Drag Sale. 12.2 In the event of any of the Principal Investors exercising the Drag Along Rights, the Promoters and other Shareholders (excluding the other Principal Investors, Evolvence and the Angel Investors) shall provide customary representations, warranties and indemnities in connection with the Company and its Subsidiaries, its business and operations, and the Equity Securities being Transferred by them. The Principal Investors, Evolvence and the Angel Investors would not be required to provide any representations, warranties and indemnities in respect of the Company and its operations other than representations, warranties and indemnities with reference to the legal standing of such Principal Investors, Evolvence and the Angel Investors respectively, withholding tax if applicable on the Shares held by the Principal Investors, Evolvence and the Angel Investors respectively, title to their respective securities and securities being un-encumbered (with warranties and indemnities on issuance of such securities being provided by the Company’s voting stock then-outstanding () 12.3 Upon receipt of the “Majority Holders”) propose Drag Along Notice, the Company shall forthwith send such notice to sellall the Dragged Shareholders. A Drag Along Notice shall be revocable by the Investor by written notice to the Company at any time before the completion of the Drag Sale, assign or transfer, and any such revocation shall not prohibit the Investor from serving a further Drag Along Notice subject to fresh compliance with the procedure laid down under this Clause 12. The Dragged Shareholders hereby agree and undertake not to directly or indirectly, all of their shares of capital stock of approach the Company Drag Sale Purchaser to propose or negotiate any third party (a “Drag-Along Transfer”), the Majority Holders may exercise drag-along rights transaction in accordance with and subject relation to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along Rights”). (a) The Majority Holders shall give written notice (a “Drag-Along Notice”) at least fifteen (15) days prior to the consummation of such proposed Drag-Along Transfer to Participant of any election by the Majority Holders to exercise their Drag-Along Rights hereunder, setting forth (i) the shares proposed to be transferred, (ii) the consideration to be received for such shares, (ii) the identity of the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-Along Notice. (b) Within seven (7) days of delivery of the Drag-Along Notice, Participant shall deliver to the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders securities or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along Notice. (c) In the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions Assets of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holders. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfer.

Drag Along. 17.1 If a Controlling Founder (or Controlling Founders) wishes to transfer in aggregate over fifty per cent (50%) of Shares in issue for the holders of a majority of the shares of the Company’s voting stock then-outstanding time being (the “Majority Holders”Selling Controlling Founder(-s) propose and the Sellers’ Shares respectively) to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of a bona fide purchaser on arm’s-length terms (the Company to any third party (a “Drag-Along Transfer”Proposed Buyer), the Majority Holders Selling Controlling Founder(-s) shall have the option (the Drag Along Option) to require the Investor to sell and transfer all its interest in Shares to the Proposed Buyer (or as the Proposed Buyer may exercise drag-along rights direct) in accordance with and subject the 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 termsInvestor, conditions and procedures set forth in this Section 9 (“Drag-at any time before the completion of the transfer of the Sellers’ Shares to the Proposed Buyer. A Drag Along Rights”).Notice shall specify: (a) The Majority Holders shall give written notice that the Investor is required to transfer all its Shares (a “Drag-Along Notice”the Called Shares) at least fifteen pursuant to this Clause 17; (15) days prior to the consummation of such proposed Drag-Along Transfer to Participant of any election by the Majority Holders to exercise their Drag-Along Rights hereunder, setting forth (i) the shares proposed to be transferred, (ii) the consideration to be received for such shares, (iib) the identity of the prospective transfereeProposed Buyer; (c) the consideration per Called Share (in cash) for which the Investor shall be obliged to sell each of the Called Shares which shall be equal to the average consideration per Seller’s Share (calculated by dividing the total 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) (the Drag Consideration); (d) the amount to be paid by the Company to the 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 is no less than 15 Business Days after the date of service of the Drag Along Notice, on which completion of the sale and purchase of the Called Shares is to take place (ivthe Drag Completion Date); and (f) the form of the sale agreement or any other material terms and conditions document of a similar nature that the Investor is required to sign in connection with such sale (the Sale Agreement). 17.3 Once given, a Drag Along Notice may not be revoked save with the Investor Consent. However, a Drag Along Notice shall lapse if, for any reason, the Selling Controlling Founder(-s) has not completed the transfer of all the Sellers’ Shares to the Proposed Buyer within three (3) months after the date of service of the proposed transaction. Such notice shall also specify Drag Along Notice, except when the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant delay is due to the terms hereof shall be for actions or omission of the same amount and form Investor. The Selling Controlling Founder(-s) may serve further Drag Along Notices following the lapse of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-any particular Drag Along Notice. (b) Within seven (7) days 17.4 In respect of delivery 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-Along Notice, Participant shall deliver Drag Consideration in respect of all Shares to be so transferred and also the amount due to the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders or the prospective transfereeInvestor under Clause 25.2(a), including, as if applicable, one when due, and shall not be obliged to give any representations, warranties, indemnities or more stock certificatessimilar assurances except customary representations, properly endorsed for transfer warranties, indemnities or similar assurances as to capacity to enter into and perform the Sale Agreement and title to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along NoticeCalled Shares. (c) In the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor 17.5 The liability of the transaction, (iiSelling Controlling Founder(-s) take such other action within its power, at no cost and the Investor to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant Proposed Buyer in connection with the proposed Drag-Along Transfersale of Shares pursuant to this Clause shall be several. (e) Notwithstanding the foregoing, a Drag-Along Holder will not 17.6 The Called Shares shall be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title transferred to the Shares, including, but not limited to, representations Proposed Buyer free from all Encumbrances and warranties that (i) Participant holds with all right, title and interest in and rights attached to them at the Shares that Participant purports to hold, free and clear date of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation completion of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties sale and covenants purchase of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority HoldersCalled Shares. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfer.

Drag Along. (a) If the holders of a majority GM Investor proposes to Transfer more than fifty percent (50%) of the shares of the Company’s voting stock then-issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (the “Majority Holders”other than any Transfer (i) propose as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of the Company to any third party (a “Drag-Along Transfer”Section 9.12), the Majority Holders may exercise drag-along rights in accordance with and subject GM Investor shall have the right (but not the obligation) to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along Rights”). (a) The Majority Holders shall give deliver a written notice (a such notice, the “Drag-Along Notice”) at least fifteen of its intention to do so to each other Member (15) days prior to the consummation of such proposed “Dragees”). The Drag-Along Transfer to Participant of any election by Notice shall set forth the Majority Holders to exercise their Drag-Along Rights hereunder, setting forth (i) the shares proposed to be transferred, (ii) the aggregate consideration to be received for such shares, (ii) paid by the identity of Independent Third Party and the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such transaction (a “Drag-Along TransferSale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as specified in the Drag-Along Notice. (b) Within seven (7) days of delivery otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, Participant 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 Majority Holders 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 as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transfereeduly endorsed, together with a limited power-of-attorney authorizing the Majority Holders Company and the GM Investor to transfer sell or otherwise dispose of such Shares on pursuant to the terms set forth proposed Transfer to the Independent Third Party, as well as any other documents required to be executed in the Drag-Along Notice. (c) connection with such transaction. In the event that any transfer pursuant 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 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take 9.09 and that such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as Shares may be required Transferred only to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect theretothe Independent Third Party. (db) If The Company and the Drag-Along Transfer is not consummated within one hundred and eighty GM Investor shall have ninety (18090) days after 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 Majority Holders 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) return if any one or more of the Dragees defaults, the Company or the GM Investor shall be permitted, but not obligated, to each Dragcomplete the sale by all non-Along Holder defaulting Dragees, and (ii) the limited powercompletion 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-attorney pocket costs and all certificates representing expenses incurred by the shares that Participant delivered pursuant to this Section 9 Company, the GM Investor and any other documents in the possession of the Majority Holders executed by Participant Dragees in connection with the proposed Transfers set forth in this Section 9.09 shall be paid by the Company. (c) A Drag-Along Transfer. (e) Notwithstanding Sale Transaction will be a Deemed Liquidation Event and the foregoing, a aggregate consideration payable upon consummation of such Drag-Along Holder will not be required Sale Transaction to comply with this Section 9 all holders of Shares in connection with any proposed respect of their Shares included in such Drag-Along TransferSale Transaction shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, unless: (ipurchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) Any representations and warranties to be made by Participant as between the classes of Shares included in connection 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 Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds Sale Transaction constitute all right, title and interest in and to of the Shares that Participant purports to holdoutstanding). For clarity, free and clear the application of all liens and encumbrances, (ii) the obligations of Participant Section 3.02 may result in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant some Shares included in the Drag-Along Transfer and for the inaccuracy of Sale Transaction not receiving any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection consideration with respect to such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority HoldersSale Transaction. (fd) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part The provisions of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders this Section 9.09 shall not be obligated apply to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered any Transfer to a Drag-Along Notice Permitted Transferee in respect of such Proposed Drag-Along Transferaccordance with Section 9.02.

Drag Along. If Notwithstanding anything to the holders contrary set forth in this Section 5, in the event that any of the Shareholders ("Drag Along Initiator") secures a majority 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’s voting stock then-outstanding (Company then held by them to such offeror, at the “Majority Holders”) propose to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of same price and upon the Company to any third party (a “Drag-Along Transfer”), the Majority Holders may exercise drag-along rights in accordance with and subject to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along Rights”). (a) The Majority Holders shall give written notice (a “Drag-Along Notice”) at least fifteen (15) days prior to the consummation of such proposed Drag-Along Transfer to Participant of any election by the Majority Holders to exercise their Drag-Along Rights hereunder, setting forth (i) the shares proposed to be transferred, (ii) the consideration to be received for such shares, (ii) the identity of the prospective transferee, and (iv) any other material same terms and conditions of as those to which the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-Along Notice. (b) Within seven (7) days of delivery of the Drag-Along Notice, Participant shall deliver to the Majority Holders such instruments of transfer as shall be reasonably requested sale by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Drag Along Notice. (c) In the event that any transfer pursuant to this Section 9 Initiator is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) 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 for cash only (and, if the consideration offered by the offeror is shares of a Drag-Along Holder will not publicly traded entity, such shares shall be required to comply with this Section 9 valued in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection accordance with the Drag-Along Transfer average closing price of such shares on the principal stock exchange on which they are limited traded over the 30 day period prior to representations such demand) and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to such cash amount shall be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither Drag Along Initiator within 10 business days following its demand. For the execution and delivery avoidance of documents to be entered into in connection with the transactiondoubt, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant an offer shall not be liable for deemed bona fide if the inaccuracy of any representation Drag Along Initiator or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); its controlling parties is a "Baal Inyan" (iii) the liability for indemnification, if any, of Participant as such term is defined in the Drag-Along Transfer and for Companies Law) in such third party or in the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company publicly traded entity whose shares are offered as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holdersconsideration. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfer.

Drag Along. 9.3.1 If the holders of a majority Investors collectively holding more than 66 2/3% of the shares total number of the Company’s voting stock then-Units outstanding (in such capacity, collectively, the “Majority HoldersDragging Investor”) propose desire to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of the Company Transfer to any third party a Third Party (a “Drag-Along TransferPurchaser”), ) in a bona fide arm’s length transaction or a series of related transactions more than 50% of the Majority Holders may exercise drag-along rights 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 accordance with and subject to the terms, conditions and procedures set forth a Change in this Section 9 Control (a “Drag-Along RightsSale”), 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 each case that pertain specifically to itself, provided that (x) if the Drag-Along Sale involves a direct Transfer of Units by the Investors, such representations and warranties shall not be broader in scope than what is customary for a sale transaction of this type and size executed by the Dragging Investor, unless, in the good faith determination of the Dragging Investor, the Drag-Along Sale would not be consummated unless such representations and warranties are included or the terms and conditions of the Drag-Along Sale, taken as a whole, will be more favourable to all of the Investors if such representations and warranties are included, (y) all representations, warranties and indemnities shall be made by the Dragging Investor and the Dragged Investors severally and not jointly and (z) no Investor’s liability shall exceed such Investor’s proceeds from the sale). (a) 9.3.2 The Majority Holders shall give Dragging Investor may require each Dragged Investor to Transfer up to a pro rata portion of its Units to a Drag-Along Purchaser in connection with a Drag-Along Sale by giving written notice to such Dragged Investor no later than 15 Business Days prior to the closing date for such Drag-Along Sale (a “Drag-Along Notice”) at least fifteen (15) days prior ); provided that, if the Dragging Investor requires any Dragged Investor to the consummation Transfer a portion of such proposed its Units to a Drag-Along Transfer to Participant of any election by the Majority Holders to exercise their Purchaser in connection with a Drag-Along Rights hereunderSale, setting forth (i) the shares proposed it shall require each Dragged Investor to be transferred, (ii) the consideration transfer its pro rata portion of its Units to be received for such shares, (ii) the identity of the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in 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 Notice. (b) Within seven (7) days of delivery of the Drag-Along Notice, Participant shall deliver to the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along Notice. (c) In the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant Purchaser in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title Sale pursuant to the Sharesprovisions hereof and (y) provide the name of the Drag-Along Purchaser, includingspecify 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, but not limited todesirable or appropriate to consummate the Drag-Along Sale, representations 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 warranties that (i) Participant holds all right, title and interest in raising no objections to such Drag-Along Sale. If and to the Shares that Participant purports to hold, free extent the costs and clear of all liens and encumbrances, (ii) expenses incurred by the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person Dragging Investor and/or each Dragged Investor in connection with the Drag-Along TransferSale (collectively, other than the Company (except to the extent that funds may be “Drag-Along Sale Costs”) are not reimbursed or paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer 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 inaccuracy number of any representations and warranties made Units actually Transferred by it relative to the Company, the Majority Holders or the Purchaser total number of Units actually Transferred in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (ivSale) upon the consummation of the Drag-Along Transfer, Participant will receive Sale Costs to the same amount and form of consideration per share for Participant’s shares as is received extent not so paid by the Majority Holders. (f) All costs Drag-Along Purchaser or Luxco, and expenses incurred provided further that the engagement by Participant 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 Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by ParticipantSale Costs. (g) Notwithstanding anything herein to the contrary9.3.3 If, there shall be no liability on the part of the Majority Holders to Participant if in connection with a Drag-Along Transfer is not consummated for any reasonSale, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along TransferPurchaser desires (for its structuring, regardless tax or other commercial reasons) to acquire, instead of whether Units, all of the Majority Holders have delivered a 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 Notice 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 respect the form of such Proposed cash or freely marketable securities listed on a major securities exchange only and if the Drag-Along TransferSale 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. If 5.1. The holders of the ordinary shares D, S, M-I or M-II in the capital of the Issuer, shall have drag along rights (the “Drag-Along Right”) in respect of any unexercised Warrants ("Drag Along Warrants"), in the event a bona fide third party offer is received for all the Issuer's issued ordinary shares (including 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 a majority 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 Company’s voting stock then-outstanding (Issuer's ordinary shares in issue, including the “Majority Holders”) propose to sell, assign or transfer, directly or indirectly, all of their shares of capital stock holders of the Company to any third party 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 TransferSale”), the Majority Holders may exercise drag-along rights in accordance with and subject to the terms, conditions and procedures set forth in this Section 9 (“. 320004333/5717904.5 5.2. [Any Drag-Along Rights”).Warrants transferred pursuant to 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 capital of the Issuer exercising their Drag Along Rights (a"Drag Along Sellers") The Majority Holders shall give deliver [through the Issuer] to each Drag-Along Warrant holder written notice (a the “Drag-Along Notice”) at least fifteen (15) days of any transfer proposed to be made pursuant to clause 5.1 not later than the tenth day prior to the consummation of such proposed Drag-Along Transfer Sale, which notice shall set out: a. the type and amount of consideration to Participant of any election be paid by the Majority Holders to exercise their Drag-Along Rights hereunder, setting forth (i) Purchaser for the shares proposed to be transferred, (ii) Drag-Along Warrants; b. the consideration to be received for such shares, (ii) the identity name and details of the prospective transferee, and Drag Along Purchaser; c. the number of Drag-Along Warrants that each Drag-Along Warrant holder may be required to transfer (iv) any as determined pursuant to Clause 5.1); and d. all other material terms and conditions conditions, if any, of such transaction. 5.4. If, within 60 days after the date of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along TransferNotice (unless such period is extended pursuant to clause 5.7), as specified the Drag-Along Sellers complete the Drag- Along Sale in accordance with the terms and conditions set out in the Drag-Along Notice. (b) Within seven (7) days of delivery of , each Drag-Along Warrant holder will sell its Drag-Along Warrants to the Drag-Along Notice, Participant shall deliver to Purchaser at the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares same time and on the same terms set forth in and conditions upon which the Drag-Along NoticeSellers sell their securities pursuant to the Drag- Along Sale. (c) In 5.5. Within [five] Business Days after the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery date of the Drag-Along Notice, the Majority Holders Drag- Along Warrant holders shall (i) return promptly deliver to each the Issuer and Drag-Along Holder the limited power-of-attorney Sellers all Warrant Certificates, and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any such other documents in the their possession of the Majority Holders executed reasonably requested in writing by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations Sellers and/or the Issuer and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents reasonably required to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; andSale. (iv) upon the consummation 5.6. If no transfer of the Drag-Along Transfer, Participant will receive Warrants in accordance with the same amount and form provisions of consideration per share for Participant’s shares as is received by clauses 5.1 to 5.5 shall have been completed within 60 days after the Majority Holders. (f) All costs and expenses incurred by Participant in connection with any date of the Drag-Along TransferNotice (unless such period is extended pursuant to clause 5.7), including, without limitation, transfer taxes and legal, accounting and investment banking fees, the Issuer and/or the Drag-Along Sellers shall be borne by Participant. (g) Notwithstanding anything herein return to the contrary, there shall be no liability on Drag-Along Warrant holders all documents (if any) previously delivered to Issuer and/or the part Drag- Along Sellers. 6 TBD price for Warrants in a drag 320004333/5717904.5 5.7. If the transfer of the Majority Holders Warrants pursuant to Participant if a Drag-Along Transfer Sale is not subject to any prior regulatory approval, the time period during which such transfer may be consummated for any reason, and shall be extended until the Majority Holders expiration of five (5) Business Days after all such approvals shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transferbeen received.

Drag Along. 9.3.1 If the holders of a majority Investors collectively holding more than 66 2/3% of the shares total number of the Company’s voting stock then-Units outstanding (in such capacity, collectively, the “Majority Holders”"Dragging Investor") propose desire to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of the Company Transfer to any third party a Third Party (a “"Drag-Along Transfer”Purchaser") in a bona fide arm's length transaction or a series of related transactions more than 50% of the total number of Units then outstanding (treating any New Securities on an “as converted” basis) on a pro rata basis (based on the percentage of Units held by each such Investor and its Affiliated Funds) and such transfer results in a Change in Control (a "Drag-Along Sale"), each other Investor (including any Dragging Investor that is Transferring less than its pro rata portion of Units, as described below, a "Dragged Investor") shall, if required by the Majority Holders may exercise drag-along rights Dragging Investor in accordance with and subject the provisions of Article 9.3.2, Transfer to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along Rights”). Purchaser a pro rata portion of its Units (abased 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) The Majority Holders shall give written notice (a “on the same terms and conditions that apply to the Transfer by the Dragging Investor pursuant to the Drag-Along Notice”Sale (including purchase price per Unit, purchase price adjustments, form of consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in each case that pertain specifically to itself, provided that (x) at least fifteen (15) days prior to if the consummation of such proposed Drag-Along Sale involves a direct Transfer to Participant of any election Units by the Majority Holders to exercise their Investors, such representations and warranties shall not be broader in scope than what is customary for a sale transaction of this type and size executed by the Dragging Investor, unless, in the good faith determination of the Dragging Investor, the Drag-Along Rights hereunder, setting forth (i) Sale would not be consummated unless such representations and warranties are included or the shares proposed to be transferred, (ii) the consideration to be received for such shares, (ii) the identity of the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify Drag-Along Sale, taken as a whole, will be more favourable to all of the aggregate number of shares Participant 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 transfer. Any transfer Transfer up to a pro rata portion of shares its Units to a Drag-Along Purchaser in connection with a Drag-Along Sale by Participant pursuant giving written notice to such Dragged Investor no later than 15 Business Days prior to the terms hereof shall be closing date for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along TransferSale (a "Drag-Along Notice"); provided that, as specified 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 Notice. (b) Within seven (7) days of delivery of the Drag-Along Notice, Participant shall deliver to the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along Notice. (c) In the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant Purchaser in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title Sale pursuant to the Sharesprovisions hereof and (y) provide the name of the Drag-Along Purchaser, includingspecify 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, but not limited todesirable or appropriate to consummate the Drag-Along Sale, representations 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 warranties that (i) Participant holds all right, title and interest in raising no objections to such Drag-Along Sale. If and to the Shares that Participant purports to hold, free extent the costs and clear of all liens and encumbrances, (ii) expenses incurred by the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person Dragging Investor and/or each Dragged Investor in connection with the Drag-Along TransferSale (collectively, other than the Company (except to the extent that funds may be "Drag-Along Sale Costs") are not reimbursed or paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer 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 inaccuracy number of any representations and warranties made Units actually Transferred by it relative to the Company, the Majority Holders or the Purchaser total number of Units actually Transferred in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (ivSale) upon the consummation of the Drag-Along Transfer, Participant will receive Sale Costs to the same amount and form of consideration per share for Participant’s shares as is received extent not so paid by the Majority Holders. (f) All costs Drag-Along Purchaser or Luxco, and expenses incurred provided further that the engagement by Participant 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 Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by ParticipantSale Costs. (g) Notwithstanding anything herein to the contrary9.3.3 If, there shall be no liability on the part of the Majority Holders to Participant if in connection with a Drag-Along Transfer is not consummated for any reasonSale, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along TransferPurchaser desires (for its structuring, regardless tax or other commercial reasons) to acquire, instead of whether Units, all of the Majority Holders have delivered a 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 Notice 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 respect the form of such Proposed cash or freely marketable securities listed on a major securities exchange only and if the Drag-Along TransferSale 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. If Notwithstanding anything to the holders contrary set forth in this Section 5, in the event that any of the Shareholders (“Drag Along Initiator”) secures a majority 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’s voting stock then-outstanding (Company then held by them to such offeror, at the “Majority Holders”) propose to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of same price and upon the Company to any third party (a “Drag-Along Transfer”), the Majority Holders may exercise drag-along rights in accordance with and subject to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along Rights”). (a) The Majority Holders shall give written notice (a “Drag-Along Notice”) at least fifteen (15) days prior to the consummation of such proposed Drag-Along Transfer to Participant of any election by the Majority Holders to exercise their Drag-Along Rights hereunder, setting forth (i) the shares proposed to be transferred, (ii) the consideration to be received for such shares, (ii) the identity of the prospective transferee, and (iv) any other material same terms and conditions of as those to which the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-Along Notice. (b) Within seven (7) days of delivery of the Drag-Along Notice, Participant shall deliver to the Majority Holders such instruments of transfer as shall be reasonably requested sale by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Drag Along Notice. (c) In the event that any transfer pursuant to this Section 9 Initiator is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) subject. Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transferlieu of selling the shares, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made demanded by the CompanyDrag Along Initiator, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds other Shareholder(s) may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by acquire all stockholders), and subject to any provisions of the Company’s certificate of incorporation shares then held by the Drag Along Initiator at the price per share and bylaws, upon the same terms and conditions as amended, related those to which the sale to the allocation offeror would have been subject; provided, however, that such acquisition of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s Company shares as is received by the Majority Holders. (fother Shareholder(s) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne for cash only (and, if the consideration offered by Participant. (gthe offeror is shares of a publicly traded entity, such shares shall be valued in accordance with the average closing price of such shares on the principal stock exchange on which they are traded over the 30 day period prior to such demand) Notwithstanding anything herein and such cash amount shall be delivered to the contraryDrag Along Initiator within 10 business days following its demand. For the avoidance of doubt, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders an offer shall not be obligated to consummate deemed bona fide if the proposed Drag-Drag Along Transfer, regardless Initiator or any of whether its controlling parties is a “Baal Inyan” (as such term is defined in the Majority Holders have delivered a Drag-Along Notice Companies Law) in respect of such Proposed Drag-Along Transferthird party or in the publicly traded entity whose shares are offered as consideration.

Drag Along. 36.1. If the holders of a majority at least 50% of the issued shares of including all shares held by the Company’s voting stock then-outstanding Applicable Shareholders and treating any shares to 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 “Majority Holders”"Selling Shareholders") propose wish to selltransfer all their interest in shares (the "Sellers' Shares") to a Proposed Purchaser, assign or transfer, directly or indirectly, the Selling Shareholders shall have the option (the "Drag Along Option") to require all the other holders of shares and Applicable Share Equivalents (the "Called Shareholders") to sell and transfer all their shares of capital stock of to the Company to any third party (a “Drag-Along Transfer”), Proposed Purchaser or as the Majority Holders may exercise drag-along rights Proposed Purchaser shall direct in accordance with the provisions of this article on the same terms and subject 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 effect (a "Drag Along Notice") to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along Rights”). (a) The Majority Holders company which the company shall give written notice (a “Drag-Along Notice”) at least fifteen (15) days prior forthwith copy to the consummation Called Shareholders at any time before the transfer of such proposed Drag-the Sellers' Shares to the Proposed Purchaser. A Drag Along Transfer Notice shall be sent to Participant of any election by the Majority Holders Board at the company’s registered office and shall specify that the Called Shareholders are required to exercise transfer all their Drag-Along Rights hereundershares (the "Called Shares") under this article, setting forth (i) the shares proposed person to whom they are to be transferred, (ii) the consideration for which the Called Shares are to be received transferred (calculated in accordance with this article) and the proposed date of transfer. 36.3. Drag Along Notices shall be irrevocable but will lapse if for such shares, (ii) the identity any reason there is not a sale of the prospective transferee, and (iv) any other material terms and conditions Sellers' shares by the Selling Shareholders to the Proposed Purchaser within 40 Business Days after the date of service of the proposed transactionDrag Along Notice. Such notice shall also specify the aggregate number of shares Participant The Selling Shareholders shall be required entitled to transfer. Any transfer serve further Drag Along Notices following the lapse of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-any particular Drag Along Notice. (b) Within seven (7) days of delivery of the Drag-Along Notice, Participant shall deliver to the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along Notice. (c) In the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holders. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfer.

Drag Along. (a) If the holders of a majority GM Investor proposes to Transfer more than fifty percent (50%) of the shares of the Company’s voting stock then-issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (the “Majority Holders”other than any Transfer (i) propose as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to sell, assign or transfer, directly or indirectly, all of their shares of capital stock of the Company to any third party (a “Drag-Along Transfer”Section 9.12), the Majority Holders may exercise drag-along rights in accordance with and subject GM Investor shall have the right (but not the obligation) to the terms, conditions and procedures set forth in this Section 9 (“Drag-Along Rights”). (a) The Majority Holders shall give deliver a written notice (a such notice, the “Drag-Along Notice”) at least fifteen of its intention to do so to each other Member (15) days prior to the consummation of such proposed “Dragees”). The Drag-Along Transfer to Participant of any election by Notice shall set forth the Majority Holders to exercise their Drag-Along Rights hereunder, setting forth (i) the shares proposed to be transferred, (ii) the aggregate consideration to be received for such shares, (ii) paid by the identity of Independent Third Party and the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate number of shares Participant shall be required to transfer. Any transfer of shares by Participant pursuant to the terms hereof shall be for the same amount and form of consideration per share as the Majority Holders will receive in such transaction (a “Drag-Along TransferSale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as specified in the Drag-Along Notice. (b) Within seven (7) days of delivery otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, Participant each Dragee shall deliver to the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along Notice. (c) In the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale of all or substantially all assets, Participant must further agree to (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents participate in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms and conditions of any agreementthis Section 9.09; provided, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along TransferSale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, is several and not joint (except then each Dragee will only be required to participate in the proposed Transfer to the extent that funds may be paid out Independent Third Party with respect to such percentage of an escrow established to cover breach each class of representations, warranties and covenants its Shares as equals the percentage of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the CompanyGM Investor’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata total Shares being sold in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and Sale Transaction (iv) upon the consummation of “Drag Percentage”). If the Drag-Along Transfer, Participant will receive GM Investor is given an option as to the same form and amount and form of consideration per share for Participant’s shares as is to be received by the Majority Holders. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfer.under this

Drag Along. If Each Holder hereby agrees that if Xxxxxxxxxx has agreed to the holders sale of all or a majority portion of his Shares to any Person (a “Drag Along Buyer”), then Xxxxxxxxxx shall have the shares right to require that each Holder (A) vote all of such Holder’s Shares in favor of such transaction, to the Companyextent any such vote is required for the consummation of such transaction, (B) if applicable, sell, transfer or exchange the same proportion of such Holder’s voting stock then-outstanding (the “Majority Holders”) propose Shares as Xxxxxxxxxx is proposing to sell, assign transfer or transferexchange with such Drag Along Buyer (calculated as set forth below), directly and (C) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, indemnity agreement, escrow agreement or indirectlyrelated documents, all of their shares of capital stock of as may be reasonably required by Xxxxxxxxxx and the Company in order to any third party (a “Drag-Along Transfer”), carry out the Majority Holders may exercise drag-along rights in accordance with terms and subject to the terms, conditions and procedures set forth in provisions of this Section 9 2.2 (“Drag-Drag Along Rights”). ; provided, however, that the Holders liability in respect of any representations, warranties, covenants, indemnities or otherwise to the Drag Along Buyer be limited as follows: The aggregate amount of liability in connection with any sale of Shares will not exceed the lesser of each Holder’s pro rata portion of any such liability, to be determined in accordance with such Holder’s portion of the total number of Shares included in such sale. If requested to do so by Xxxxxxxxxx, each Holder shall sell a number of such Holder’s shares determined by multiplying (a) The Majority Holders shall give written notice the total number of Shares held by such Holder (assuming conversion and exercise of all Shares owned by such Holder into Common Stock) by (b) a “Drag-Along Notice”) at least fifteen (15) days prior to fraction where the consummation of such proposed Drag-Along Transfer to Participant of any election by the Majority Holders to exercise their Drag-Along Rights hereunder, setting forth numerator is (i) the number of shares of Common Stock proposed to be transferred, sold by Xxxxxxxxxx to the Drag Along Buyer (assuming conversion and exercise of all Shares to be sold by Xxxxxxxxxx to the Drag Along Buyer into Common Stock) and the denominator is (ii) the consideration to be received for such shares, (ii) the identity of the prospective transferee, and (iv) any other material terms and conditions of the proposed transaction. Such notice shall also specify the aggregate total number of shares Participant shall be required to transfer. Any transfer of shares Common Stock held by Participant pursuant Xxxxxxxxxx immediately prior to the terms hereof shall be for the same amount proposed sale to such Drag Along Buyer (assuming conversion and form of consideration per share as the Majority Holders will receive in such Drag-Along Transfer, as specified in the Drag-Along Notice. (b) Within seven (7) days of delivery of the Drag-Along Notice, Participant shall deliver to the Majority Holders such instruments of transfer as shall be reasonably requested by the Majority Holders or the prospective transferee, including, as applicable, one or more stock certificates, properly endorsed for transfer to the transferee, together with a limited power-of-attorney authorizing the Majority Holders to transfer such Shares on the terms set forth in the Drag-Along Notice. (c) In the event that any transfer pursuant to this Section 9 is structured as a merger, consolidation or business combination, or any sale exercise of all or substantially all assets, Participant must further agree to Shares owned by Xxxxxxxxxx into Common Stock) (i) vote or provide a written consent in favor of the transaction, (ii) take such other action within its power, at no cost to it (other than fees and expenses payable to its advisors, which shall be paid by Participant“Drag Along Sale Percentage”), as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If the Drag-Along Transfer is not consummated within one hundred and eighty (180) days after delivery of the Drag-Along Notice, the Majority Holders shall (i) return to each Drag-Along Holder the limited power-of-attorney and all certificates representing the shares that Participant delivered pursuant to this Section 9 and any other documents in the possession of the Majority Holders executed by Participant in connection with the proposed Drag-Along Transfer. (e) Notwithstanding the foregoing, a Drag-Along Holder will not be required to comply with this Section 9 in connection with any proposed Drag-Along Transfer, unless: (i) Any representations and warranties to be made by Participant in connection with the Drag-Along Transfer are limited to representations and warranties related to authority, ownership and the ability to convey title to the Shares, including, but not limited to, representations and warranties that (i) Participant holds all right, title and interest in and to the Shares that Participant purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of Participant in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Participant have been duly executed by Participant and delivered to the acquirer and are enforceable against Participant in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of Participant’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) Participant shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Drag-Along Transfer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of Participant in the Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Company, the Majority Holders or the Purchaser in connection with such Drag-Along Transfer, is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of the identical representations, warranties and covenants provided by all stockholders), and subject to any provisions of the Company’s certificate of incorporation and bylaws, as amended, related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to Participant in connection with such Drag-Along Transfer; and (iv) upon the consummation of the Drag-Along Transfer, Participant will receive the same amount and form of consideration per share for Participant’s shares as is received by the Majority Holders. (f) All costs and expenses incurred by Participant in connection with any Drag-Along Transfer, including, without limitation, transfer taxes and legal, accounting and investment banking fees, shall be borne by Participant. (g) Notwithstanding anything herein to the contrary, there shall be no liability on the part of the Majority Holders to Participant if a Drag-Along Transfer is not consummated for any reason, and the Majority Holders shall not be obligated to consummate the proposed Drag-Along Transfer, regardless of whether the Majority Holders have delivered a Drag-Along Notice in respect of such Proposed Drag-Along Transfer.