Common use of Drag Along Clause in Contracts

Drag Along. If the Trimaran Investors and the BSMB Investors (collectively, the "Dragging Shareholders") jointly approve an arm's length sale to an Independent Third Party (a "Drag Along Buyer") of (a) at least 90% (after giving effect to the provisions of this Section 3.2) of the Shares held by all Trimaran Investors and BSMB Investors (such percentage the "Drag Along Sale Percentage") or (b) all or substantially all of the assets of the Company, then each holder of Shares agrees, if requested by the Dragging Shareholders, to sell the Drag Along Sale Percentage of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Shareholders, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3. If the Trimaran Investors or the BSMB Investors (the "Dragging Sponsor") approve an arm's-length cash sale to a Drag Along Buyer of all Shares held by the Trimaran Investors or the BSMB Investors, respectively, then each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell all of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Sponsor, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence (i) prior to the fifth anniversary of the closing date of the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or (ii) at any time if such Dragging Sponsor holds less than (x) 35% of the combined Shares, in the aggregate, owned by the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common Stock.

Drag Along. If prior to consummation of the Trimaran Investors Qualified IPO, and subject to other provisions or restrictions set out in Section 8 of this Agreement (Call Option) or Section 2.1(iv) and Section 2.7 of the Right of First Refusal and Co-Sale Agreement (Restricted Transactions), the Supermajority Preferred Holders (if the Trade Sale is a Special Trade Sale) or the Majority Preferred Holders (if the Trade Sale is not a Special Trade Sale), together with the Founder (the Majority Preferred Holders or the Supermajority Preferred Holders (as the case maybe) and the BSMB Investors (collectively, Founder herein shall be collectively referred to as the "Dragging Shareholders"“Drag Holders”) jointly approve a Deemed Liquidation Event or a Trade Sale, whether structured as a merger, reorganization, asset sale, share sale, sale of control of any Group Company, or otherwise (the “Approved Sale”) to any Person (the “Offeror”), then at the request of the Drag Holders, the Company shall promptly notify in writing each Shareholder that is a party of such Approved Sale and the material terms and conditions of such proposed Approved Sale, whereupon each such Shareholder (each, a “Dragged Holder”) shall, in accordance with instructions received from the Company at the direction of the Drag Holders, take each of the actions set forth in clauses (i) through (v) below: (i) sell, at the same time as the Drag Holders sell to the Offeror, in the Approved Sale, all of its Equity Securities of the Company or the same percentage of its Equity Securities of the Company as the Drag Holders sell, on the same terms and conditions as were agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in Article 8.2 of the Memorandum and Articles, and provided, further, that some Shareholders may be given the right or opportunity to exchange or roll a portion of their Equity Securities of the Company for Equity Securities of the acquirer or an arm's length sale Affiliate thereof in the Approved Sale but in such event there shall be no obligation to an Independent Third Party afford such right or opportunity to all of the Shareholders; (a "Drag Along Buyer"ii) vote all of its Equity Securities of the Company, and instruct the Directors (if any) appointed by such Shareholders to vote (a) at least 90% (after giving effect to the provisions in favor of this Section 3.2) of the Shares held by all Trimaran Investors and BSMB Investors (such percentage the "Drag Along Sale Percentage") or Approved Sale, (b) against any other consolidation, amalgamation, merger, recapitalization, sale of securities, sale of assets, business combination, or transaction that would interfere with, delay, restrict, or otherwise adversely affect such Approved Sale, and (c) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) related to such Approved Sale or that could result in any of the conditions to the closing obligations under such agreement(s) not being fulfilled, and, in connection therewith, to be present (in person or by proxy) at all relevant meetings of the shareholders of the Company (or adjournments thereof) or to approve and execute all relevant written consents in lieu of a meeting; (iii) not exercise any dissenters’ or appraisal rights under applicable Law with respect to such Approved Sale; (iv) take all necessary actions in connection with the consummation of such Approved Sale as reasonably requested by the Drag Holders, including but not limited to the execution and delivery of any share transfer or other agreements prepared in connection with such Approved Sale, and the delivery, at the closing of such Approved Sale involving a sale of share, of all certificates representing shares held or controlled by such Shareholder, duly endorsed for transfer or accompanied by a duly executed share transfer form, or affidavits and indemnity undertakings with respect to lost certificates; and (v) restructure such Approved Sale, as and if reasonably requested by the Drag Holders, as a merger, consolidation, restructuring or similar transaction, or a sale of all or substantially all of the assets of the any Group Company, then each holder of Shares agreesor otherwise. In any such Approved Sale, if requested by the Dragging Shareholders, to sell the Drag Along Sale Percentage of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Shareholders, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3. If the Trimaran Investors or the BSMB Investors (the "Dragging Sponsor") approve an arm's-length cash sale to a Drag Along Buyer of all Shares held by the Trimaran Investors or the BSMB Investors, respectively, then each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell all of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Sponsor, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence (i) prior to each Shareholder shall bear a proportionate share (based upon the fifth anniversary relative proceeds received in such transaction) of the closing date of Drag Holders’ expenses incurred in the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or transaction, including without limitation, legal, accounting and investment banking fees and expenses, and (ii) at each Shareholder shall severally, not jointly, join on a pro rata basis (based upon the relative proceeds received in such transaction) in any time if such Dragging Sponsor holds less than (x) 35% indemnification or other obligations that are part of the combined Sharesterms and conditions of such Approved Sale (other than those that relate specifically to a particular Shareholder, such as indemnification with respect to representations and warranties given by such Shareholder regarding such Shareholder’s title to and ownership of shares, due authorization, enforceability, and no conflicts, which shall instead be given solely by such Shareholder) but only up to the net proceeds paid to such Shareholder in connection with such Approved Sale. Without limiting the aggregateforegoing sentence, owned by the Sponsor Investors on the closing date no Shareholder who is not an employee or officer or controlling shareholder of the Merger a Group Company shall be required to make any representations or warranties other than with respect to itself (y) 10% including due authorization, title to shares, enforceability of the outstanding Shares of Common Stockapplicable agreements, and similar representations and warranties).

Drag Along. If the Trimaran Investors and the BSMB Investors (collectively, the "Dragging Shareholders") jointly approve an arm's length sale to an Independent Third Party (a "Drag Along Buyer") of (a) at least 90% (after giving effect Subject to the provisions of this Section 3.2) 4.1(f), if the Managing Member receives an offer from a third party dealing at arms length for at least 50% of the Shares held outstanding Membership Interests (which offer may include, without limitation, an offer pursuant to a merger, consolidation or similar transaction) which the Managing Member wishes to accept, then, upon 30 days written notice from the Managing Member to the Non-Managing Member, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of closing and the form and amount of consideration to be received by the Non-Managing Member, the Non-Managing Member shall be obligated to, and shall, (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such third party all Trimaran Investors of its Membership Interest in the same transaction at the closing thereof and BSMB Investors (such percentage the "Drag Along Sale Percentage") or (b) all or substantially all receive upon the closing of such transaction the same form of consideration as shall be payable to the Managing Member in respect of the assets Managing Member’s Membership Interest and in accordance with the applicable Implied Value (a “Drag-Along Sale”). (b) In connection with any Drag-Along Sale, the Non-Managing Member shall be required to bear its proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses payable to unaffiliated third parties, but the Company, then each holder Non-Managing Member shall not be required to make any representations or warranties or covenants or agreements in connection with such transaction other than representations and warranties and covenants and agreements as to (x) the Non-Managing Member’s ownership of Shares agrees, if requested by its Membership Interest to be transferred and (y) such power and authority to effect such Transfer and the Dragging Shareholders, Non-Managing Member’s non-foreign status. (c) The Non-Managing Member agrees to sell the Drag Along Sale Percentage of such holder's Shares, or otherwise vote such holder's Shares cooperate and take all actions and execute all documents reasonable necessary or appropriate to effect the transfer of the Non-Managing Member’s Membership Interest in connection with a Drag-Along Sale. In the event that the Non-Managing Member does not timely execute any and all documents necessary to evidence and effect the transfer of its Membership Interest as contemplated in this Section 8.5, then the Managing Member is hereby appointed the attorney-in-fact of, and is hereby authorized on behalf of, the Non-Managing Member, to execute, acknowledge and deliver all such documents and take all such other actions as may be reasonably requested by required to evidence and effect the Dragging Shareholders, all in transfer of the manner and on the terms set forth Non-Managing Member’s Membership Interest as contemplated in this Section 3.2 8.5. Such appointment and in Section 3.3. If the Trimaran Investors or the BSMB Investors (the "Dragging Sponsor") approve authorization are coupled with an arm's-length cash sale to a Drag Along Buyer of all Shares held by the Trimaran Investors or the BSMB Investors, respectively, then each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell all of such holder's Shares, or otherwise vote such holder's Shares interest and take all other actions as may be reasonably requested by the Dragging Sponsor, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence (i) prior to the fifth anniversary of the closing date of the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or (ii) at any time if such Dragging Sponsor holds less than (x) 35% of the combined Shares, in the aggregate, owned by the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common Stockare irrevocable.

Drag Along. If the Trimaran Investors and the BSMB Investors (collectively, the "Dragging Shareholders") jointly approve an arm's length sale to an Independent Third Party (a "Drag Along Buyer") of (a) at least 90% (after giving effect Notwithstanding anything to the provisions of this Section 3.2) of the Shares held by all Trimaran Investors and BSMB Investors (such percentage the "Drag Along Sale Percentage") or (b) all or substantially all of the assets of the Company, then each holder of Shares agrees, if requested by the Dragging Shareholders, to sell the Drag Along Sale Percentage of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Shareholders, all in the manner and on the terms contrary set forth in this Section 3.2 and 5, in Section 3.3. If the Trimaran Investors or event that any of the BSMB Investors Shareholders (the "Dragging Sponsor") approve an arm's-length cash sale to a “Drag Along Buyer Initiator”) secures a bona fide offer from any third party, in cash or publicly traded securities, to purchase all of the Ordinary Shares then held by, in cash or publicly traded securities, at a price per share (adjusted for allocation of dividend, bonus shares, splits etc.) of not less than US$10, provided that such price per share shall not be lower than 80% of the average of the closing prices of the Company’s shares on the NYSE over the consecutive 60 trading days immediately preceding such sale, and the offeror conditions its offer on the acquisition of all Shares the shares held by all of the Trimaran Investors or other Shareholders at such time, such Shareholders will be required (subject to the BSMB Investors, respectively, then each Sponsor Investor agreesprovisions of the following paragraph), if requested so demanded by the Dragging SponsorDrag Along Initiator, to sell all of the shares of the Company then held by them to such holder's Sharesofferor, or otherwise vote such holder's Shares at the same price and take all other actions upon the same terms and conditions as may be reasonably requested those to which the sale by the Dragging SponsorDrag Along Initiator is subject. Notwithstanding the foregoing, in lieu of selling the shares, as demanded by the Drag Along Initiator, the other Shareholder(s) may acquire all in of the manner Company’s shares then held by the Drag Along Initiator at the price per share and on upon the same terms set forth in this Section 3.2 and in Section 3.3conditions as those to which the sale to the offeror would have been subject; provided, however, that no Dragging Sponsor may require any such acquisition of Company shares by the other Sponsor Investor to Transfer its Shares pursuant to this sentence Shareholder(s) shall be for cash only (i) and, if the consideration offered by the 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) and such cash amount shall be delivered to the fifth anniversary Drag Along Initiator within 10 business days following its demand. For the avoidance of doubt, an offer shall not be deemed bona fide if the closing date Drag Along Initiator or any of the Merger if its controlling parties is a “Baal Inyan” (as such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or (ii) at any time if such Dragging Sponsor holds less than (x) 35% of the combined Shares, term is defined in the aggregate, owned by Companies Law) in such third party or in the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common Stockpublicly traded entity whose shares are offered as consideration.

Drag Along. If (a) At any time after the Trimaran Investors expiry of the 60th month from the date hereof, if the Company shall not have undergone an IPO or Sale of the Company, and (i) the BSMB Investors holders of a majority of the Series A Shares, and (ii) the holders of a majority of the Ordinary Shares at a minimum price equal to US$200,000,000, being five times of the Series A financing fully-diluted post-money valuation of the Company (collectively, the "Dragging Shareholders"“Initiating Sellers”) jointly approve a Sale of the Company (in either case an arm's length sale “Approved Sale”), at the request of the Initiating Sellers, each Shareholder shall approve, consent to an Independent Third Party (a "Drag Along Buyer") of (a) at least 90% (after giving effect and raise no objections to the provisions of this Section 3.2) Approved Sale, and if the Approved Sale is structured as a sale of the Shares held by all Trimaran Investors issued and BSMB Investors (such percentage the "Drag Along Sale Percentage") or (b) all or substantially all outstanding capital stock of the assets Company (whether by merger, recapitalization, consolidation or sale or Transfer of shares or otherwise), then each Shareholder shall waive any dissenter’s rights, appraisal rights or similar rights in connection with such Sale of the Company and each Shareholder shall agree to sell its Shares on the terms and conditions approved by the Initiating Sellers. If the holders of a majority of the Series A Shares approve a Sale of the Company pursuant to this provision but the holders of a majority of the Ordinary Shares do not so approve, the holders of the Series A Shares shall have the right to sell all their Series A Shares to the holders of the Ordinary Shares pro rata at the price contemplated by any intending third party purchaser of the Company in such proposed Sale of the Company, then each holder of Shares agrees, if requested by the Dragging Shareholders, to sell the Drag Along Sale Percentage of such holder's Shares, or otherwise vote such holder's Shares and . Each Shareholder shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including executing such agreements and instruments and taking such other actions as may be reasonably requested necessary to provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements, as the case may be, required for the consummation of such Approved Sale. In the event that any Shareholder fails for any reason to take any of the foregoing actions after reasonable notice thereof, such Shareholder hereby grants an irrevocable power of attorney and proxy to the Initiating Sellers or an assignee or designee of such Initiating Sellers to take all necessary actions and execute and deliver all documents deemed by such Person to be reasonably necessary to effectuate the Dragging Shareholdersterms of this Section 5.9. Subject to clause (c) of this Section 5.9, the restrictions on Transfers of Shares set forth in Sections 5.1, 5.2, 5.3, 5.4 and 5.8 shall not apply in connection with an Approved Sale, notwithstanding anything to the contrary in this Agreement. (b) The Initiating Sellers shall deliver written notice to each other Shareholder setting forth in reasonable detail the terms (including price, time and form of payment) of any Approved Sale (the “Drag-Along Notice”). Within 15 days following receipt of the Drag-Along Notice, each other Shareholder shall deliver to the Company written notice setting forth such Shareholder’s agreement to the Approved Sale and undertaking to raise no objections against, or impediments to, the Approved Sale (including, waiving all in dissenter’s and similar rights) and (ii) if the manner and Approved Sale is structured as a sale of capital stock, to sell its Shares on the terms and conditions set forth in this Section 3.2 and in Section 3.3. If the Trimaran Investors Drag Notice, including delivery of certificates representing such Shareholder’s Shares (duly endorsed for transfer or the BSMB Investors (the "Dragging Sponsor") approve an arm's-length cash sale to a Drag Along Buyer of all Shares held accompanied by the Trimaran Investors executed stock powers or the BSMB Investors, respectively, then each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell all of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Sponsor, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence (i) prior to the fifth anniversary of the closing date of the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or (ii) at any time if such Dragging Sponsor holds less than (x) 35% of the combined Shares, in the aggregate, owned by the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common Stocktransfer instruments therefor).

Drag Along. (a) If the Trimaran Investors Ordinary Majority and the BSMB Investors Preferred Majority (collectively, the "Dragging Shareholders"“Drag Holders”) jointly approve an arm's length sale a Trade Sale with a pre-money valuation of the Company at no less than US$4,000,000,000 (or equivalent RMB) (such sale, transfer, conveyance or assignment pursuant to an Independent Third Party (this Section 9.1, a "Drag “Drag-Along Buyer") of (aSale”) at least 90% (any time after giving effect to the provisions of this Section 3.2) Closing, at the request of the Drag Holders, then each remaining Shareholder (the “Dragged Holders”) shall sell, transfer, convey or assign its Shares pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, unless the rejecting Dragged Holder agrees to purchase the Shares proposed to be sold, transferred, conveyed or assigned by the Drag Holders under the proposed Drag-Along Sale. If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board (including the affirmative votes of all the Investor Directors) shall in good faith determine the fair market value of any such securities or property in cash, provided that any holder of Preferred Shares shall have the right to challenge any determination by the Board of fair market value made pursuant hereto, in which case the determination of fair market value shall be made by a valuer selected jointly by the Board (including the affirmative votes of all the Investor Directors) and the challenging Parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. The costs of the valuer shall be borne solely by the Company. The valuer shall act as expert and not as an arbitrator. If the acquiring party is a privately-held entity and the holders of Preferred Shares receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Preferred Shares, as applicable, as set forth herein as of the date hereof, unless otherwise agreed by all Trimaran Investors and BSMB Investors (such percentage the "Drag Along Sale Percentage") or Preferred Majority. (b) all or substantially all of Subject to the assets Charter Documents of the Company, then the consideration to be received by a Dragged Holder shall be the same form and amount of consideration per share of Ordinary Share to be received by the Drag Holder (or, if the Drag Holders are given an option as to the form and amount of consideration to be received, the same option shall be given to the Dragged Holders) and the terms and conditions of such sale shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Drag Holders sell their Ordinary Shares. Each Dragged Holder shall make or provide customary representations, warranties, covenants, indemnities and agreements in connection with the Drag-Along Sale; provided, that all representations, warranties, covenants and indemnities shall be made by each holder Drag Holder and each Dragged Holder severally but not jointly. (c) The restrictions on Transfers of Shares agrees, if requested by the Dragging Shareholders, to sell the Drag Along Sale Percentage of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Shareholders, all in the manner and on the terms set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 3.2 and in Section 3.3. If the Trimaran Investors or the BSMB Investors (the "Dragging Sponsor") approve an arm's-length cash sale to a Drag Along Buyer of all Shares held by the Trimaran Investors or the BSMB Investors, respectively, then each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell all of such holder's Shares9.1, or otherwise vote such holder's Shares and take all other actions anything in this Agreement to the contrary notwithstanding. (d) Upon the approval of a Drag-Along Sale as may be reasonably requested by the Dragging Sponsor, all in the manner and on the terms set forth described in this Section 3.2 and in Section 3.3; provided9.1, however, that no Dragging Sponsor may require any each Shareholder (other Sponsor Investor to Transfer its Shares pursuant to this sentence (ithan Drag Holders) prior shall grant to the fifth anniversary chief executive officer (“CEO”) or an authorized officer, a power of attorney to transfer their Shares and to do and carry out all other necessary or advisable acts to complete the closing date Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Shareholder. The CEO or an authorized officer shall be authorized to transfer the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock each such Shareholder and to do and carry out all other necessary or advisable acts to complete the Drag-Along Sale, including, without limitation, executing any and all documents (iiincluding instruments of transfers) at any time if on behalf of each such Dragging Sponsor holds less than (x) 35% of the combined Shares, in the aggregate, owned by the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common StockShareholder.

Drag Along. If Notwithstanding anything in Section 2.1 to the Trimaran Investors contrary, if Buyer or any Fortress Stockholder or group of Fortress Stockholders proposes to effect a Change of Control Sale prior to the consummation of a Buyer IPO, Buyer or such Fortress Stockholders may, at their option, require the Stockholder (and any Permitted Transferee that then owns any Buyer Common Shares) to Transfer in such Change of Control Sale all of the BSMB Investors Buyer Common Shares then owned by the Stockholder (and such other Permitted Transferees that then own any Buyer Common Shares) (collectively, the "Dragging Shareholders") jointly approve an arm's length sale to an Independent Third Party (a "“Drag Along Buyer"Stockholders”) of (a) at least 90% (after giving effect on the same terms and conditions, subject to the provisions same agreements and for the same consideration, as the applicable Fortress Stockholders participating in such Change of Control Sale, pursuant to the terms of this Section 3.22.2(b). (i) In the event Buyer or any Fortress Stockholders elect to exercise their rights pursuant to this Section 2.2(b), Buyer shall provide to the Stockholder a Change of Control Notice not later than the 10th business day prior to the closing of the Shares held by all Trimaran Investors and BSMB Investors proposed Change of Control Sale. (such percentage ii) Upon receipt of a Change of Control Notice, the "Drag Along Stockholders shall be required to participate in the Change of Control Sale, on the terms and conditions set forth in the Change of Control Notice (subject to this Section 2.2(b)(ii) and Section 2.2(b)(iii)) and, if any such Change of Control Sale Percentage") involves a merger, consolidation or (b) sale of all or substantially all of the assets of the CompanyBuyer and its subsidiaries, then each holder of Shares agrees, if requested by the Dragging Shareholders, to sell the Drag Along Stockholders shall be required to vote in favor of or consent in writing to such merger, consolidation or sale of all or substantially all assets (and, without limiting the foregoing, each Drag Along Stockholder shall (to the extent applicable) waive any dissenters’ rights, appraisal rights or similar rights in connection therewith). In connection with the foregoing, each Drag Along Stockholder shall be required to join and become a party to each agreement that is approved by Buyer or any Fortress Stockholder or group of Fortress Stockholders, as applicable (or to which any Fortress Stockholder is a party), in connection with a Change of Control Sale, including any such agreement that provides for representations and warranties, indemnification obligations (including escrows, hold backs or other similar arrangements to support such indemnification obligations), releases, covenants or other obligations, in each case, of the holders of Buyer Common Shares party thereto; provided that (x) except in the case of the following clause (y), the indemnification obligations of each Drag Along Stockholder in connection with a Change of Control Sale Percentage shall be the same as those made by the Fortress Stockholders and apportioned based on such Drag Along Stockholder’s pro rata portion of the aggregate consideration received by the holders of Buyer Common Shares in such transaction, (y) with respect to breaches of Fundamental Representations made by any Drag Along Stockholder in connection with a Change of Control Sale, such Drag Along Stockholder shall be solely liable, and (z) the aggregate amount of liability for any Drag Along Stockholder shall not in any case exceed the total consideration received by such Drag Along Stockholder in the Change of Control Sale. The Stockholder (i) hereby appoints Buyer or any designee thereof as its representative in connection with any agreement contemplated by this Section 2.2(b) (including the right to resolve any potential indemnification claims or other disputes on behalf of the Fortress Stockholders and the Drag Along Stockholders) and (ii) hereby irrevocably grants to, and appoints, Buyer or any designee thereof, as the Stockholder’s proxy and attorney in fact (with full power of substitution), for and in the name, place and stead of each Drag Along Stockholder, to vote the Buyer Common Shares held by each Drag Along Stockholder, or to grant a consent or approval in respect of such holder's Buyer Common Shares, in connection with any meeting of Buyer or otherwise vote any action by written consent in lieu of a meeting of Buyer with respect to a Change of Control Sale. The Stockholder hereby affirms that such holder's Shares irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement, and take all other actions as may be reasonably requested is coupled with an interest and irrevocable. All out of pocket costs and expenses incurred by the Dragging Shareholders, all any Drag Along Stockholder in the manner and on the terms set forth connection with a Change of Control Sale described in this Section 3.2 and in Section 3.3. If the Trimaran Investors or the BSMB Investors (the "Dragging Sponsor"2.2(b) approve an arm's-length cash sale to a shall be paid by such Drag Along Stockholder. In connection with any Change of Control Sale described in this Section 2.2(b), the closing of the Transfer of Buyer of all Common Shares held by the Trimaran Investors or applicable Fortress Stockholders and the BSMB Investors, respectively, then closing of the Transfer of Buyer Common Shares held by each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell all of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Sponsor, all in the manner and Drag Along Stockholder shall each occur on the terms set forth same date. (iii) Notwithstanding the foregoing, Buyer and the applicable Fortress Stockholders may at any time prior to consummation of a Change of Control Sale described in this Section 3.2 2.2(b) terminate the proposed Transfer and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor concomitant drag along obligations of any Drag Along Stockholders with respect to Transfer its Shares pursuant to this sentence (i) prior to the fifth anniversary of the closing date of the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or (ii) at any time if such Dragging Sponsor holds less than (x) 35% of the combined Shares, in the aggregate, owned by the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common Stockproposed Transfer.

Drag Along. If the Trimaran Investors and the BSMB Investors a Selling Shareholder that intends to sell all (collectively, the "Dragging Shareholders") jointly approve an arm's length sale to an Independent Third Party (a "Drag Along Buyer"but not less than all) of its Company Securities to a Purchaser holds more than sixty-six and two-thirds percent (a66 2/3%) at least 90% (after giving effect of the outstanding Shares on a fully-diluted basis, and it is a condition of the Purchaser for the completion of such sale that the Purchaser purchase all of the issued and outstanding Company Securities, then, subject to the provisions of this Section 3.26.2, the Selling Shareholder shall have the right to require each Remaining Shareholder to sell all (but not less than all) of its Company Securities to the Shares held Purchaser, such right to be exercised by delivery of a joint written notice (a “Drag-Along Notice”) from the Selling Shareholder and the Purchaser to each Remaining Shareholder, which notice shall state (i) the name of the Purchaser, including the identity of any parent company or other material Affiliate, (ii) that the Selling Shareholder is selling all Trimaran Investors of its Company Securities to the Purchaser, (iii) the purchase price for the Company Securities being sold (expressed on an aggregate and BSMB Investors a per-Company Security basis in United States funds) and the terms of payment of such purchase price, and (iv) the intended date of completion of such percentage sale, after which the "Drag following procedure shall apply: (a) The Drag-Along Sale Percentage"Notice must be delivered at least fifteen (15) or days before the closing date for the sale and purchase of the Selling Shareholder’s Shares. (b) all or substantially Subject to Section 6.2(c), The delivery of the Drag-Along Notice to the Remaining Shareholder shall constitute an irrevocable and binding obligation of the Remaining Shareholder to sell, and the Purchaser to purchase, all of the assets of Remaining Shareholder’s Company Securities on the Companysame terms and conditions, then each holder of Shares agreesmutatis mutandis, if requested as are applicable to the sale by the Dragging Shareholders, Selling Shareholder of its Shares to sell the Drag Along Sale Percentage of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Shareholders, all in the manner Purchaser and on the such other applicable terms and conditions as set forth in this Section 3.2 6.2(b). (c) The purchase price for any type of Company Security held by a Remaining Shareholder that is not being sold by any Selling Shareholder shall be the fair market value thereof, as determined by agreement of the Purchaser and in Section 3.3. such Remaining Shareholder or, if such agreement is not reached within ten (10) Business Days after delivery by the Selling Shareholder(s) and the Purchaser of the Drag-Along Notice, as determined by an independent valuator appointed by the Board of Directors of the Company, the fees of which shall be shared equally by the Purchaser and the Remaining Shareholder. (d) If the Trimaran Investors or closing of any sale contemplated by this Section 6.2 (a “Drag Transaction”) shall not have occurred within ninety (90) days of the BSMB Investors (the "Dragging Sponsor") approve an arm's-length cash sale to date of a Drag Along Buyer Notice, such Drag Along Notice shall be null and void and of all Shares held by the Trimaran Investors or the BSMB Investors, respectively, then each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell no force and effect and all of such holder's the provisions of this Section 6.2 shall again become applicable to any proposed Drag Transaction. (e) At or before the time of completion of the sale of the Company Securities of each Remaining Shareholder to the Purchaser, each Remaining Shareholder shall (i) cause to be discharged any and all encumbrances of, and security interests in, its Shares, or otherwise vote and (ii) execute and deliver to the Purchaser, against payment for such holder's Shares and take all other actions as may be reasonably requested by the Dragging SponsorCompany Securities, all certificates representing such Company Securities, duly endorsed for transfer or with duly executed stock powers or other assignment forms attached, as well as such other duly executed documents and instruments as the Purchaser may reasonably require (subject to Section 6.2(b)) to evidence and give effect to the sale and transfer to it of such Shares. (f) If, on the scheduled date for closing, any Remaining Shareholder fails to execute and deliver the documents and instruments contemplated in clause (ii) of Section 6.2(e), then, effective as of such scheduled date, such Remaining Shareholder hereby irrevocably appoints the Secretary of the Company or, in his absence or failure to act, the President of the Company as attorney and agent for, and in the manner name and on behalf of, such Remaining Shareholder to take possession of and execute and deliver to the terms Purchaser all such agreements, instruments and documents as the Purchaser may reasonably require to document and effect the sale to it of the Company Securities of such Remaining Shareholder, and such Remaining Shareholder hereby ratifies and confirms all that the Secretary or President of the Company may lawfully do or cause to be done by virtue of his appointment herein as the attorney and agent for the Remaining Shareholder for the limited purposes set forth in this Section 3.2 6.2(f). Such power of attorney is coupled with an interest and shall be irrevocable. (g) Subject to Section 6.2(h), if any Remaining Shareholder does not complete the sale of its Company Securities, as described in Section 3.3; provided6.2(e), howeverthe Secretary or President of the Company (as applicable), that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares acting on behalf of the Remaining Shareholder pursuant to this sentence the power of attorney provided for in Section 6.2(f), may complete such sale and do such other acts and things required of such Remaining Shareholder on behalf of such Remaining Shareholder, in which event: (i) prior the Secretary or President of the Company (as applicable) shall, and is hereby irrevocably authorized to, register in the books and records of the Company the transfer of such Remaining Shareholder’s Company Securities to the fifth anniversary Purchaser effective on the date fixed for completion of the closing date of the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or sale; (ii) at effective as of the date fixed for completion of such sale, such Remaining Shareholder’s Company Securities and all of such Remaining Shareholder’s rights thereunder and therein shall be conclusively deemed to have been effectively assigned and transferred to the Purchaser; (iii) each of the Secretary or President of the Company (as applicable) shall, and is hereby authorized to, have the proceeds of such sale made payable to the Company in trust for such Remaining Shareholder to be retained without interest accruing thereon until such Remaining Shareholder delivers to the Company (A) satisfactory evidence of the removal of any time lien, encumbrance or other security interest in the Company Securities that were sold on its behalf to the Purchaser, and (B) certificates representing such Company Securities, which certificates and/or other documents shall be duly endorsed in blank by such Remaining Shareholder for transfer; and (iv) promptly following receipt of the stock certificates referred to in Section 6.2(f)(iii), the Company shall deliver, and to the extent necessary, assign the applicable sale proceeds to such Remaining Shareholder. (h) If a Remaining Shareholder cannot surrender a certificate representing its Company Securities due to such certificate being lost or destroyed, the provisions of Section 6.2(g)(iii) shall not apply if such Dragging Sponsor holds less than Remaining Shareholder executes and delivers (xi) 35% to the Company and the Purchaser a lost certificate affidavit with respect to such Remaining Shareholder’s Company Securities covered by such certificate, together with a corresponding reasonable indemnity against claims made by third-parties alleging ownership of or other interests or rights in or to such Company Securities (in form and substance satisfactory to the combined SharesCompany and the Purchaser, acting reasonably), and (ii) to the Purchaser, the duly executed stock power or assignment form and other transfer documents referred to in clause (ii) of Section 6.2(e). (i) Notwithstanding anything to the contrary in this Section 6.2, in the aggregateevent the Purchaser is a Restricted Competitor and Cavco is the Remaining Shareholder, owned by this Section 6.2 shall not apply to Cavco as a Remaining Shareholder and Cavco shall be under no obligation or requirement to sell any of its Shares to the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common StockPurchaser.

Drag Along. If In the Trimaran Investors and event one or more Member(s) (the BSMB Investors (collectively“Dragging Member”) proposes a sale of all Member Interests owned by such Member(s), the "Dragging Shareholders") jointly approve an arm's length sale to an Independent Third Party (a "Drag Along Buyer") of (a) which Member Interests constitutes at least 90% fifty-one percent (after giving effect to the provisions of this Section 3.251%) of the Shares held by all Trimaran Investors and BSMB Investors (such percentage the "Drag Along Sale Percentage") or (b) all or substantially all of the assets outstanding Member Interests of the Company, then each holder of Shares agreesin one or more related transactions to a bona fide third party purchaser on an arm’s length basis, if requested by the Dragging ShareholdersMember will have the right (the “Drag-Along Right”) to require all (but not less than all) of the other Members (each a “Drag-Along Member” and collectively, the “Drag-Along Members”) to sell all their Member Interests by providing a notice (the “Drag-Along Notice”) to the Drag-Along Members. The Drag-Along Notice shall include: (i) a statement of the Dragging Member’s bona fide intent to sell the Drag Along Sale Percentage requisite number of such holder's SharesMember Interests, or otherwise vote such holder's Shares (ii) the name and take all other actions as may address of the proposed purchaser, (iii) the total consideration to be reasonably requested paid by the Dragging Shareholderspurchaser for Member Interests collectively, all which must be in cash or obligations to pay cash, (iv) the manner other terms and on conditions of the terms set forth in this Section 3.2 and in Section 3.3. If the Trimaran Investors or the BSMB Investors (the "Dragging Sponsor") approve an arm's-length cash sale to a Drag Along Buyer of all Shares held by the Trimaran Investors or the BSMB Investors, respectively, then each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell all of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Sponsor, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence (i) prior to the fifth anniversary of proposed transfer including the closing date of the Merger if transaction, and (v) such other Sponsor Investor holds more than 10% information as the recipient of the outstanding Shares Drag-Along Notice may reasonably request. Notwithstanding the terms of Common Stock any offer of the proposed purchaser or in the Drag-Along Notice, the amount of any consideration payable to Members with respect to Member Interests shall be allocated (i) first to Clean Energy in the amount the Adjusted Capital Return, determined as of the date of transfer, and (ii) at any time thereafter among Members in proportion to their respective numbers of Member Interests. The Drag-Along Rights may be exercised without following the requirements of Section 13.2 c and, if such Dragging Sponsor holds less than (x) 35% a Drag-Along Notice is given, the procedures of Section 13.9 may not be invoked unless and until there is not reasonable possibility that a sale pursuant to the combined Shares, in the aggregate, owned by the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common StockDrag-Along Notice will occur.

Drag Along. If the Trimaran Investors and the BSMB Investors (collectively, the "Dragging Shareholders") jointly approve an arm's length sale to an Independent Third Party (a "Drag Along Buyer") of (a) at least 90% The Charterhouse Parties shall, promptly following the effectiveness of the Registration Statement (and in any event no later than five (5) Business Days after giving effect such effectiveness): (i) cause the holders of a majority of the Existing Company Shares, which holders, together with the Supporting Company Holders, shall be sufficient to constitute the Vendor Shareholders (as defined in the Existing Company Articles), to deliver to (A) the SPAC and the Company a duly executed Joinder Agreement and a duly executed Election Agreement and (B) the Exchange Agent, such Election Form and, if applicable, properly completed stock transfer form(s), in each case in respect of the Existing Company Shares and Loan Notes held by such holder; and (ii) cause the applicable Vendor Shareholders to provide a Drag Along Notice to the provisions Called Shareholders, with such notice to contain such information as is required by and to be served in accordance with the Existing Company Articles. To the extent (i) any Existing Company Shares and/or Loan Notes are transferred to any third party other than pursuant to the terms of this Section 3.2Agreement or (ii) any securities (including any shares, voting securities or loan capital) are issued in the capital of the Shares held by all Trimaran Investors and BSMB Investors (such percentage Company or any of its Subsidiaries during the "Interim Period, the Charterhouse Parties shall cause the Vendor Shareholders to provide a Drag Along Sale Percentage"Notice, with such notice to contain such information as is required by and to be served in accordance with the Existing Company Articles, to any and all owners of share or loan capital of the Company or any of its Subsidiaries from time to time as soon as reasonably practicable (and in any event no later than five (5) or Business Days prior to the Closing Date). (b) all or substantially all Promptly following the provision of the assets of the Company, then each holder of Shares agrees, if requested by the Dragging Shareholders, to sell the Drag Along Sale Percentage Notice by the Vendor Shareholders to the Called Shareholders in accordance with Section 6.05(a), the Charterhouse Parties shall cause all Called Shareholders to deliver, at least five (5) Business Days prior to the Closing Date, (i) to the SPAC and the Company a duly executed Joinder Agreement and a duly executed Election Agreement and (ii) to the Exchange Agent, such Election Agreement and properly completed stock and/or note transfer form(s), in each case in respect of such holder's Shares, or otherwise vote such holder's the Existing Company Shares and take all other actions as may be reasonably requested the Loan Notes held by such Called Shareholder. Subject to the Dragging Shareholderssatisfaction of the obligations in Section 6.05(a), all in the manner event that any Called Shareholder has not delivered to the SPAC and on the terms set forth in this Section 3.2 Company a duly executed Joinder Agreement and in Section 3.3. If a duly executed Election Agreement (and to the Trimaran Investors or the BSMB Investors (the "Dragging Sponsor") approve an arm's-length cash sale to a Drag Along Buyer of all Shares held by the Trimaran Investors or the BSMB Investors, respectively, then each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell all of Exchange Agent such holder's Shares, or otherwise vote such holder's Shares Election Agreement and take all other actions as may be reasonably requested by the Dragging Sponsor, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence (iproperly completed stock and/or note transfer form(s)) prior to the fifth anniversary date that is five (5) Business Days prior to the Closing Date, then the Company shall cause any director of the closing date Company or any Vendor Shareholder to, pursuant to Article 48.10 of the Merger if Existing Company Articles, execute and deliver a Joinder Agreement, an Election Agreement and such stock and/or note transfer form(s) (and any such other Sponsor Investor holds more than 10% agreements or documents necessary) in the name of and as an agent for any such Called Shareholder, effective as of the outstanding Shares of Common Stock or Closing. (iic) at any time if such Dragging Sponsor holds less than (x) 35% From and after the date hereof until the earlier of the combined Closing or the termination of this Agreement in accordance with Section 12.01, none of the Charterhouse Parties shall sell, transfer or assign any of such Charterhouse Party’s Existing Company Shares, in the aggregate, owned other than to an Affiliate of such Charterhouse Party who agrees to be bound by the Sponsor Investors on the closing date terms and conditions of the Merger or Existing Company Articles and of this Agreement. (yd) 10% Prior to the Closing, the Charterhouse Parties shall not consent to any transfer of any Existing Company Shares without the prior written consent of the outstanding Shares SPAC other than to an Affiliate of Common Stocksuch transferee who agrees to be bound by the terms and conditions of the Existing Company Articles and of this Agreement.

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 Trimaran Investors 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 BSMB Investors 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 affiliate thereof, being a "Drag-Along Party" and collectively, the "Dragging ShareholdersDrag-Along Parties") jointly approve an arm's length to sell to the ---------------- ------------------ Transferee, on the same terms and conditions as provided with respect to the sale by Transferor to an Independent Third 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 Drag-Along BuyerTransaction"); 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 --------- (asecurities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) at least 90% 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; (after giving effect 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 (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 3.2) 4.1 shall not apply to the Common 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 Shares 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 all Trimaran Investors and BSMB Investors (such percentage the "Drag Drag-Along Sale Percentage") or (b) all or substantially all of the assets of the CompanyParty, then each holder of Shares agreessuch Drag-Along Party, if requested by as a condition to the Dragging Shareholders, to sell the Drag Along Sale Percentage exercise of such holder's Sharesright of Transfer, or otherwise vote shall cause such holder's Shares and take all other actions as may Transferee to agree to be reasonably requested bound by the Dragging Shareholders, all in the manner and on the terms this Section 4. The drag-along rights --------- set forth in this Section 3.2 4 shall not be applicable to transferees of the Drag- --------- Along Parties other than to their respective affiliates. 4.3 To exercise a drag-along right, Transferor shall give written notice to the Drag-Along 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 terms of such Transfer and in Section 3.3certify as to the facts supporting exercise of the drag-along right. If the Trimaran Investors or the BSMB Investors The Drag-Along Parties shall have ten (10) business days after receipt of such notice (the "Dragging SponsorDrag-Along Notice Period") approve an arm'sbefore such ------------------------ parties shall be required to Transfer their shares to the Transferee. During the Drag-length cash sale to a Drag Along Buyer of all Shares held by Notice Period the Trimaran Investors Drag-Along Party or the BSMB Investors, respectively, then each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell all Parties in receipt of such holdernotice may not Transfer any Securities subject to Transferor's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Sponsor, all in the manner and on the terms set forth in drag-along rights under this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require 4 to any Person other Sponsor Investor to Transfer its Shares pursuant to this sentence (i) prior to the fifth anniversary of the closing date of the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or (ii) at any time if such Dragging Sponsor holds less than (x) 35% of the combined Shares, in the aggregate, owned by the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common Stock.Transferor. ---------

Drag Along. If the Trimaran Investors and the BSMB Investors (collectively, the "Dragging Shareholders") jointly approve an arm's length sale to an Independent Third Party (a "Drag Along Buyer") of (a) at least 90% (If after giving effect to 30 months following the provisions Closing Date holders of this Section 3.2) a majority of the Shares held by all Trimaran Investors and BSMB Investors (such percentage the "Drag Along Sale Percentage") then outstanding Series D Preferred Stock, determine to sell or (b) otherwise dispose of all or substantially all of the assets of the Company, then each holder Company or all or substantially all of Shares agrees, if requested the capital stock of the Company owned by the Dragging ShareholdersPurchaser to any Person other than an Affiliate of the Company or of the Purchaser, or to cause the Company to merge with or into or consolidate with any Person other than an Affiliate of the Company (in each case, the "BUYER") in a bona fide negotiated transaction (a "SALE"), the Purchaser, the Management Stockholders and the Other Stockholders, including any of their respective Permitted Transferees, shall be obligated to and shall upon the written request of the Purchaser: (i) sell, Transfer and deliver, or cause to be sold, Transferred and delivered, to sell the Drag Along Sale Percentage of such holder's SharesBuyer, his, her or otherwise vote such holder's its Shares and take all other actions as may be reasonably requested by the Dragging Shareholders(including, all in the manner and on the terms set forth in for this Section 3.2 and in Section 3.3. If the Trimaran Investors or the BSMB Investors (the "Dragging Sponsor") approve an arm's-length cash sale to a Drag Along Buyer of all Shares held by the Trimaran Investors or the BSMB Investorspurpose, respectively, then each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell all of such holder's Shares, or otherwise vote such holderstockholder's Shares that presently or as a result of any such transaction may be acquired upon the exercise of options following the payment of the exercise price therefor) on the same terms applicable to the Purchasers (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of the Series D Preferred Stock, Series E Preferred Stock and New Notes, but with no control-premium adjustment); and (ii) execute and deliver such instruments of conveyance and transfer and take all such other actions as may be reasonably requested action, including voting such Shares in favor of any Sale proposed by the Dragging Sponsorholders of a majority of the then outstanding Series D Preferred Stock and executing any purchase agreements, all merger agreements, indemnity agreements, escrow agreements or related documents, as such holders or the Buyer may reasonably require in the manner and on order to carry out the terms set forth in and provisions of this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence 2.2. (ib) Not less than thirty (30) days prior to the fifth anniversary date proposed for the closing of any Sale in accordance with Section 2.2(a) above, the Purchasers shall give written notice to all Purchasers and Stockholders, setting forth in reasonable detail the name or names of the Buyer, the terms and conditions of the Sale, including the purchase price, and the proposed closing date of the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or (ii) at any time if such Dragging Sponsor holds less than (x) 35% of the combined Shares, in the aggregate, owned by the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common Stockoffer.

Drag Along. If (i) At any time from and after the Trimaran Investors and 3rd anniversary from the BSMB Investors (collectivelydate hereof, the "Dragging Shareholders") jointly approve an arm's length sale to an Independent Third Party (a "Drag Along Buyer") of (a) at least 90% (after giving effect to the provisions of this Section 3.2) of the Shares held by all Trimaran Investors and BSMB Investors (such percentage the "Drag Along Sale Percentage") or (b) all or substantially all of the assets of the Company, then each holder of Shares agreesUnitholders hereby agree, if requested by the Dragging ShareholdersRAH Member pursuant to a Transfer Notice to the Unitholders at least 30 days prior to any such Transfer, to sell the Drag Along Sale Percentage Amount of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested the Units then held by the Dragging ShareholdersUnitholders to the purchaser specified in such Transfer Notice, all in the manner and on the same contract terms set forth in this Section 3.2 Transfer Notice (including without limitation, making the same representations, warranties, covenants, indemnities, and in Section 3.3. If agreements as the Trimaran Investors or the BSMB Investors (the "Dragging Sponsor") approve an arm's-length cash sale RAH Members), to a Drag Along Buyer bona fide prospective purchaser that is not an Affiliate of the RAH Member, provided that in any such sale the RAH Member must sell all Shares Units then held by the Trimaran Investors RAH Member. Notwithstanding anything to the contrary herein, in any Transfer to which this Section applies the Company shall, or shall cause the BSMB Investorsprospective transferee to redeem all of the Preferred Units in cash by wire transfer of immediately available funds at a redemption price equal to the Preferred Redemption Value for such Units, such redemption to occur at or before the time the RAH Member receives proceeds from the sale of Units. The "DRAG ALONG SALE AMOUNT", shall equal the number of Units required by the purchaser to be included in such sale less any Units being sold by the RAH Member. (ii) In furtherance of Section 8.2(b)(i), it is the intent of the parties that, in a transaction in which drag-along rights apply, the aggregate sale proceeds shall be divided proportionately with respect to the Unitholders based on the Unitholders' respective shares of the liquidation proceeds that Unitholders would receive, respectively, then each Sponsor Investor agrees, if requested in the event of a hypothetical liquidation of the Company at the enterprise value implied by the Dragging Sponsor, proposed sales price; and appropriate adjustments will be made to sell all of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Sponsor, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence (i) prior to the fifth anniversary account of the closing date participation of the Merger if Preferred Units, however in any event the Preferred Units shall receive the Preferred Redemption Value for such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or (ii) at any time if such Dragging Sponsor holds less than (x) 35% of the combined Shares, in the aggregate, owned by the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common StockUnits.

Drag Along. If Upon the Trimaran Investors and the BSMB Investors (collectively, the "Dragging Shareholders") jointly approve Managing Member receiving an arm's length sale to an Independent Third Party (a "Drag Along Buyer") of (a) at least 90% (after giving effect offer acceptable to the provisions of this Section 3.2) of the Shares held by all Trimaran Investors and BSMB Investors (such percentage the "Drag Along Sale Percentage") Managing Member to sell some or (b) all or substantially all of the assets Managing Member’s interest in the Company (such interests proposed to be sold, the “Managing Member Transfer Interests”) to a Bona Fide Purchaser, the Managing Member shall have the right (the “Drag-Along Right”), exercisable in the Managing Member’s sole discretion, to require each Non-Managing Member to sell to such Bona Fide Purchaser a share of such Non-Managing Member’s interests in the Company (such share of the CompanyNon-Managing Member’s interests, then each holder its “Drag/Tag Interests”) proportionate to the share of Shares agrees, if requested the Managing Member’s interests in the Company represented by the Dragging ShareholdersManaging Member Transfer Interests, pursuant to sell the Drag Along Sale Percentage of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Shareholders, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3accordance with such terms and conditions agreed between the Managing Member and such Bona Fide Purchaser. If the Trimaran Investors or Managing Member elects to exercise the BSMB Investors (the "Dragging Sponsor") approve an arm'sDrag-length cash sale to a Drag Along Buyer of all Shares held by the Trimaran Investors or the BSMB Investors, respectivelyRight, then the Managing Member shall provide each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell all of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Sponsor, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence Non-Managing Member with a notice which shall include (i) prior a statement that the Managing Member is exercising the Drag-Along Right, (ii) the share of the Managing Member’s interest in the Company proposed to be sold, (iii) the fifth anniversary purchase price at which such Bona Fide Purchaser has proposed to purchase the Managing Member Transfer Interests and a calculation of the purchase price to be paid by such Bona Fide Purchaser for such Non-Managing Member’s Drag/Tag Interests, and (iv) the closing date of for such sale (which shall be no sooner than ten (10) days following the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or (ii) at any time if such Dragging Sponsor holds less than (x) 35% of the combined Shares, in the aggregate, owned by the Sponsor Investors on the closing date of such notice). The purchase price for each Non-Managing Member’s Drag/Tag Interests shall equal the Merger or distributions that such Non-Managing Member would have received, assuming that the aggregate purchase price for the Managing Member Transfer Interests and all Drag/Tag Interests was distributed to the Managing Member and the Non- Managing Members pro rata and pari passu in accordance with their respective Percentage Interests (y) 10% of subject to Section 9(c)), for the outstanding Shares of Common StockManaging Member to have received distributions equal to the purchase price that the Managing Member is receiving from the Bona Fide Purchaser for the Managing Member Transfer Interests.

Drag Along. If the Trimaran Investors and the BSMB Investors (collectively, the "Dragging Shareholders") jointly approve an arm's length sale to an Independent Third Party (a "Drag Along Buyer") of (a) at least 90% (after giving effect Notwithstanding anything to the provisions of this Section 3.2) of the Shares held by all Trimaran Investors and BSMB Investors (such percentage the "Drag Along Sale Percentage") or (b) all or substantially all of the assets of the Company, then each holder of Shares agrees, if requested by the Dragging Shareholders, to sell the Drag Along Sale Percentage of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Shareholders, all in the manner and on the terms contrary set forth in this Section 3.2 and 5, in Section 3.3. If the Trimaran Investors or event that any of the BSMB Investors Shareholders (the "Dragging SponsorDRAG ALONG INITIATOR") approve an arm's-length secures a bona fide offer from any third party, in cash sale 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 Buyer of all Shares held by the Trimaran Investors or the BSMB Investors, respectively, then each Sponsor Investor agrees, if requested by the Dragging SponsorInitiator, to sell all of the shares of the Company then held by them to such holder's Sharesofferor, or otherwise vote such holder's Shares at the same price and take all other actions upon the same terms and conditions as may be reasonably requested those to which the sale by the Dragging SponsorDrag Along Initiator is subject. Notwithstanding the foregoing, in lieu of selling the shares, as demanded by the Drag Along Initiator, the other Shareholder(s) may acquire all of the Company's shares then held by the Drag Along Initiator at the price per share and upon the same terms and conditions as those to which the sale to the offeror would have been subject; PROVIDED, HOWEVER, that such acquisition of Company shares by the other Shareholder(s) shall be for cash only (and, if the consideration offered by the 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) and such cash amount shall be delivered to the Drag Along Initiator within 10 business days following its demand. For the avoidance of doubt, an offer shall not be deemed bona fide if the Drag Along Initiator or any of its controlling parties is a "Baal Inyan" (as such term is defined in the manner and on the terms set forth Companies Law) in this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence (i) prior to the fifth anniversary of the closing date of the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock third party or (ii) at any time if such Dragging Sponsor holds less than (x) 35% of the combined Shares, in the aggregate, owned by the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common Stockpublicly traded entity whose shares are offered as consideration.

Drag Along. If In connection with the Trimaran Investors and the BSMB Investors (collectively, the "Dragging Shareholders") jointly approve an arm's length sale to an Independent Third Party (a "Drag Along Buyer") of (a) Sale by any Class A or Class B Member or Members holding at least 9050% (after giving effect to the provisions of this Section 3.2) of the Shares held by all Trimaran Investors outstanding Class A and BSMB Investors Class B Units commencing 90 days after the Milestone (such percentage the "Drag “Drag-Along Sale Percentage"Holders”) or (b) all or substantially to a Prospective Buyer, who is not an Affiliate, of all of their Units for gross proceeds of at least $100,000,000 in the assets of the Companyaggregate, then each holder of Shares Units hereby agrees, if requested by the Dragging ShareholdersDrag-Along Holders give the Drag Along Notice referred to in Section 13.06(a), to sell the Drag Along Sale Percentage all of such holder's Sharesits Units, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Shareholders, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3. Section. (a) If the Trimaran Investors or the BSMB Investors Drag-Along Holders elect to exercise their rights under this Section, a written notice (the "Dragging Sponsor") approve an arm's-length cash sale to a “Drag Along Buyer of all Shares held Notice”) shall be furnished by the Trimaran Investors or Drag-Along Holders to the BSMB Investors, respectively, then each Sponsor Investor agrees, if requested by other Members not later than 10 days prior to the Dragging Sponsor, to sell all consummation of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Sponsor, all in the manner and on the terms proposed Sale. The Drag Along Notice shall set forth in this Section 3.2 and in Section 3.3; providedthe principal terms of the proposed Sale, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence including (i) prior the manner in which such Units are to the fifth anniversary of the closing date of the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or be Sold, (ii) at any time if such Dragging Sponsor holds less than the consideration to be received in the proposed Sale and (xiii) 35% the name and address of the combined Shares, Prospective Buyer. (b) If the Sale described in the aggregateDrag Along Notice is completed, owned by each holder of Units shall be obligated to sell in the Sponsor Investors proposed Sale all of its Units on the closing date same terms and conditions. If at the end of the Merger 120th day following the Drag Along Notice, the proposed Sale has not been completed (other than as a result of any holder failing to comply with this Section or (y) 10% Section 13.06), each Participating Seller shall be released from its obligation under the Drag Along Notice, and it shall be necessary for a separate Drag Along Notice to be furnished and the terms and provisions of the outstanding Shares of Common Stockthis Section separately complied with in order to consummate such proposed Sale.

Drag Along. If the Trimaran Investors and the BSMB Investors (collectivelyIf, the "Dragging Shareholders") jointly approve an arm's length sale to an Independent Third Party (a "Drag Along Buyer") of (a) at any time, Members owning at least 90% (after giving effect to the provisions of this Section 3.2) a majority of the Shares held outstanding Units (the “Approving Members”) approve a proposal for the sale of all of the outstanding Units of the Company, any merger or consolidation involving the Company, or the sale by all Trimaran Investors and BSMB Investors (such percentage the "Drag Along Sale Percentage") Company or (b) its subsidiaries, if any, of all or substantially all of the its assets (an “Approved Sale”), then one or more of the CompanyApproving Members, then may deliver a notice (a “Required Sale Notice”) with respect to such Approved Sale to each holder Member other than the Approving Members (the “Other Members”) stating that the Approved Sale has been approved or proposed to be effected and providing the identity of Shares agreesthe persons involved in such Approved Sale and the terms thereof. Each Other Member, if requested upon receipt of a Required Sale Notice shall be obligated, which obligation shall be enforceable by any of the Dragging ShareholdersApproving Members, to sell the Drag Along Sale Percentage of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Shareholders, all (i) participate in the manner Approved Sale, (ii) consent to and on vote for the terms set forth in this Section 3.2 and in Section 3.3. If the Trimaran Investors Approved Sale or the BSMB Investors process pursuant to which the Approved Sale was arranged, (iii) waive any dissenters’ or appraisal rights and similar rights with respect thereto, (iv) if the "Dragging Sponsor") approve an arm's-length cash Approved Sale is structured as a sale to a Drag Along Buyer of all Shares held by the Trimaran Investors or the BSMB InvestorsUnits, respectively, then each Sponsor Investor agrees, if requested by the Dragging Sponsor, agree to sell all of such holder's Shareshis Units on the same terms and conditions approved by the Approving Members, or and (v) otherwise vote such holder's Shares and take all other necessary actions to consummate, and to cause the Company to consummate, the Approved Sale, including without limitation: (A) if such Approved Sale is structured as a sale of assets, actions necessary to cause the orderly liquidation of the Company following the consummation of such Approved Sale; and (B) the making of the reasonable representations, warranties, covenants and undertakings to the prospective transferee(s) in such Approved Sale as are made by the Approving Members. Any such Required Sale Notice may be reasonably requested rescinded by the Dragging Sponsor, Approving Members by delivering written notice thereof to all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence (i) prior to the fifth anniversary of the closing date of the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or (ii) at any time if such Dragging Sponsor holds less than (x) 35% of the combined Shares, in the aggregate, owned by the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common StockOther Members.

Drag Along. (i) If (A) a Sale Transaction is approved by the Trimaran Investors and the BSMB Investors (collectively, the "Dragging Shareholders") jointly approve an arm's length sale to an Independent Third Party (a "Drag Along Buyer") Board of (a) at least 90% (after giving effect to the provisions of this Section 3.2) of the Shares held by all Trimaran Investors and BSMB Investors (such percentage the "Drag Along Sale Percentage") or (b) all or substantially all of the assets Directors of the Company, the Majority Founders and STI and (B) if such Sale Transaction is an Alternative Transaction, the Company shall have obtained the written consent of the Requisite Holders with respect thereto in accordance with Section 4(u)(ii) of the Securities Purchase Agreement, then, upon the receipt of notice from the Majority Founders and STI that they wish to invoke the drag-along rights provided in this Section 13(c) (a “Sale Notice”), the Holder shall (a) vote, or act by written consent with respect to, all of the Holder’s Converted Stock in favor of, and raise no objections against, such Sale Transaction, and (b) if the Sale Transaction is structured as a sale of outstanding stock, sell or otherwise dispose of pursuant to such Sale Transaction that number of shares of Converted Stock owned by the Holder as of the date of the Sale Notice as shall equal the product of (I) a fraction, the numerator of which is the number of shares of Capital Stock proposed to be transferred by the Founders and STI as of the date of the Sale Notice, and the denominator of which is the aggregate number of shares of Capital Stock owned as of the date of such Sale Notice by the Founders and STI, multiplied by (II) the number of shares of Converted Stock owned as of the date of such Sale Notice by the Holder. For purposes of this Section 13(c), all numbers of shares of Capital Stock shall be calculated on a Common Stock-equivalent basis. (ii) If the Majority Founders and STI have delivered a Sale Notice, then for a period of one hundred twenty (120) days after the date of such Sale Notice, the Holder shall be obligated to sell or otherwise dispose of the Holder’s Converted Stock to the purchaser on substantially the same terms and conditions as apply to the Founders and STI with respect to such Sale Transaction. The Holder shall pay its owns costs and expenses, if any, incurred by it in connection with the sale or other disposition of Converted Stock pursuant to such Sale Transaction. (iii) Notwithstanding the foregoing, the obligations of the Holder under this Section 13(c) shall only apply to a Sale Transaction that includes the following terms: (i) any representations and warranties to be made by the Holder shall be limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder’s Converted Stock; (ii) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the proposed sale; (iii) the Holder shall not be required to indemnify or hold harmless the buyer or any other party to the Sales Transaction other than for the representations, warranties and covenants made by the Holder for itself and not in respect of others; (iv) upon the consummation of the proposed sale, each holder of Shares agreesa class or series of Capital Stock shall receive the same form of consideration as each other holder of such class or series of Capital Stock, including subject to any escrow, delayed payment or set off provisions applicable to all the holders of the Capital Stock being sold or transferred in the proposed sale; and (v) subject to clause (iv) above, if requested by any holder of a class or series of Capital Stock is given an option as to the Dragging Shareholdersform and amount of consideration to be received in connection with the proposed sale, to sell the Drag Along Sale Percentage all holders of such holder's Shares, class or otherwise vote such holder's Shares and take all other actions as may series of Capital Stock shall be reasonably requested by given the Dragging Shareholders, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3. If the Trimaran Investors or the BSMB Investors (the "Dragging Sponsor") approve an arm's-length cash sale to a Drag Along Buyer of all Shares held by the Trimaran Investors or the BSMB Investors, respectively, then each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell all of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Sponsor, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence (i) prior to the fifth anniversary of the closing date of the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or (ii) at any time if such Dragging Sponsor holds less than (x) 35% of the combined Shares, in the aggregate, owned by the Sponsor Investors on the closing date of the Merger or (y) 10% of the outstanding Shares of Common Stocksame option.

Drag Along. If Once the Trimaran Investors and the BSMB Investors (collectivelyControl Conditions have been satisfied, the Sole Member shall, on the request of the Majority Noteholders and subject to any required approvals of the Gaming Authorities, (i) sell, Transfer and deliver, or cause to be sold, Transferred and delivered, to any Person in connection with a Sale Event (the "Dragging ShareholdersBUYER") jointly approve an arm's length sale all of its Equity Interests in the Company; and (ii) execute and deliver such instruments of conveyance and Transfer and take such other action, including voting such Equity Interests in favor of any Sale Event (as defined below) proposed by the Majority Noteholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as such Majority Noteholders or the Buyer may reasonably require in order to an Independent Third Party (a "Drag Along Buyer") of (a) at least 90% (after giving effect to carry out the terms and provisions of this Section 3.26.3 (the "DRAG-ALONG RIGHT"); provided, however that the Noteholders, on the one hand, and the Sole Member, on the other, shall bear responsibility for any indemnity given to the Buyer in connection with such Sale Event in proportion to the net proceeds received by each in the Sale Event. The Sole Member shall be entitled to receive all of the proceeds of any Sale Event that are not used to repay the Noteholder Obligations; provided that the holders of Warrants shall be entitled to receive the portion of such proceeds to which they are entitled under the terms and conditions of the Warrants (except that any Warrant Interests granted under Sections 2.2(f) of the Shares held by all Trimaran Investors and BSMB Investors Warrants after the fulfillment of the Control Conditions shall be disregarded). (such percentage a) For purposes of this Section 6.3, a "SALE EVENT" shall mean a bona fide, arms-length negotiated transaction in which the "Drag Along Sale Percentage"Majority Noteholders have determined (i) to sell or (b) otherwise dispose of all or substantially all of the assets of the CompanyCompany and its subsidiaries (on a consolidated basis), then each holder of Shares agrees, if requested by the Dragging Shareholders, to sell the Drag Along Sale Percentage of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Shareholders, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3. If the Trimaran Investors or the BSMB Investors (the "Dragging Sponsor") approve an arm's-length cash sale to a Drag Along Buyer of all Shares held by the Trimaran Investors or the BSMB Investors, respectively, then each Sponsor Investor agrees, if requested by the Dragging Sponsor, to sell all of such holder's Shares, or otherwise vote such holder's Shares and take all other actions as may be reasonably requested by the Dragging Sponsor, all in the manner and on the terms set forth in this Section 3.2 and in Section 3.3; provided, however, that no Dragging Sponsor may require any other Sponsor Investor to Transfer its Shares pursuant to this sentence (i) prior to the fifth anniversary of the closing date of the Merger if such other Sponsor Investor holds more than 10% of the outstanding Shares of Common Stock or (ii) at any time if such Dragging Sponsor holds less than (x) 35% to sell sufficient capital stock of the combined Shares, Company or any of its subsidiaries to constitute a change in the aggregate, owned by the Sponsor Investors on the closing date control of the Merger Company or such subsidiary or (yiii) 10% to cause the Company or any of its subsidiaries to merge with or into or consolidate with any non-Affiliate(s) of the outstanding Shares of Common StockCompany.