Common use of Drag Along Clause in Contracts

Drag Along. (a) If at any time after the date hereof there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all the Shares in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Shares of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or (iii) a sale or transfer of all or substantially all the Company’s properties and assets to any other person, in each case, which is a transaction at arm’s length for an aggregate consideration of not less than US$300 million, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along Sale”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor 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 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. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereof. (b) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreement, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Ordinary Shareholder shall grant to the 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 Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer shall be authorized to transfer the Shares of each Ordinary 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 (including instruments of transfers) on behalf of each Ordinary Shareholder. (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2.

Drag Along. 8.1 If the Approving Shareholders (aas defined below) If at any time after the date hereof there shall be: vote in favor of or otherwise consent in writing to (i) an offer by sell or transfer all or substantially all of the shares, assets or business of the Company in any transaction or a Person that is not an Affiliate series of transactions, including without limitation any party hereof to purchase all the Shares in the Company; Liquidation Event (a “Change of Control”) or (ii) a merger proposed initial public offering or consolidation financing transaction (“Approved Transaction”), then the Company shall promptly notify each of the remaining shareholders of the Company (the “Remaining Shareholders”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares) in writing of such vote, consent and/or agreement and the material terms and conditions of such Change of Control or Approved Transaction, whereupon each Remaining Shareholder shall, in accordance with or into another corporation in which instructions received from the Company is not (the surviving entity but the Shares “Drag Along Instructions”), vote all of its voting securities of the Company outstanding immediately prior in favor of, otherwise consent in writing to, and/or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the merger are converted by virtue capital of the merger into other property, whether Company in the form of securities, cash, event that such Remaining Shareholder has lost or otherwise; or (iiimisplaced the relevant share certificate) a sale or transfer of all or substantially all on the Company’s properties same terms and assets conditions as were agreed to any other person, in each case, which is a transaction at arm’s length for an aggregate consideration of not less than US$300 million, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along Sale”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor shall have the right to challenge any determination by the Board of fair market value made pursuant heretoApproving Shareholders, in which case provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the determination of fair market value shall be made by a valuer selected jointly by the Board Ordinary Shares, Series A Shares, Series B Shares 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. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C Preferred Shares receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have order to reflect any liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those preference of the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as . For purpose of the date hereof. (b) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreement8.1, or anything in this Agreement to the contrary notwithstanding. (c) Upon “Approving Shareholders” shall mean the approval of (i) the holders of a Dragmajority of the then outstanding Ordinary Shares, (ii) the Series C Supermajority (voting separately as a single class on an as-Along converted basis), and (iii) (A) if any Change of Control would result in aggregate Proceeds of less than US$130 million, any Approved Transaction that is an initial public offering would not qualify as a Qualified IPO, any Approved Transaction that is a financing transaction would be at a price per share less than the Series C Preferred Share Issue Price or be led by any affiliate of a holder of Series C Preferred Shares or any transaction where the Junior Preferred Sale Conditions (as described defined below) are not met, the Junior Preferred Majority, or (B) if any Change of Control would result in this Section 9.2aggregate Proceeds of at least US$130 million, each Ordinary Shareholder any Approved Transaction that is an initial public offering would qualify as a Qualified IPO, or any Approved Transaction that is a financing transaction (which is not led by any affiliate of a holder of Series C Preferred Shares) would be at a price per share of at least the Series C Preferred Share Issue Price, the holders of a majority of the then outstanding Preferred Shares (voting together as a single class on an as-converted basis). “Proceeds” shall grant mean the funds received from a transaction that is distributed or available to be distributed to the CEO shareholders of the Company, excluding any contingent or deferred payments (other than payments funded to an authorized officer, escrow or retained as part of a power of attorney to transfer their Shares 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 (including instruments of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer shall be authorized to transfer the Shares of each Ordinary 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 (including instruments of transfers) on behalf of each Ordinary Shareholderholdback). (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2.

Drag Along. 4.1 In the event that the Requisite Parties (aas defined in the Memorandum and Articles) If approve a Sale of the Company (as defined in the Memorandum and Articles) and such proposed approved Sale of the Company implies a valuation of the Company of at any time after least an amount equal to the date hereof there shall beDrag Threshold Valuation (as defined in the Memorandum and Articles), then each other shareholder of the Company (each, a “Dragged Shareholder”) hereby agrees with respect to all Shares which he, she or it own(s) or over which he, she or it otherwise exercises voting or dispositive authority: (i) an offer by in the event such transaction is to be brought to a Person that is not an Affiliate vote at a shareholder meeting, after receiving proper notice of any party hereof meeting of shareholders of the Company, to purchase vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of voting shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (ii) to vote (in person, by proxy or by action by written resolution or consent, as applicable) all Shares in favor of such Sale of the Company and in opposition to any and all other proposals that could reasonably be expected to delay or impair the Sale of the Company; (iiiii) a merger to refrain from exercising any dissenters’ rights or consolidation rights of appraisal under applicable law at any time with respect to such Sale of the Company; (iv) to execute and deliver all related documentation and take such other action in support of the Sale of the Company with as shall reasonably be requested by the Company or into another corporation in which the Requisite Parties; (v) if the Sale of the Company is structured as a Share Sale, to sell the same proportion of his, her or its Shares as is being sold by the Requisite Parties who are shareholders of the Company, and, except as permitted in Section 4.2 below, on the same terms and conditions as approved by the Requisite Parties; (vi) not to deposit, and to cause their Affiliates not to deposit, except as provided in the surviving entity but Memorandum and Articles, any Shares owned by such Dragged Shareholder or Affiliate in a voting trust or subject any such Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Sale of the Company; (vii) if the consideration to be paid in exchange for the Shares includes any securities and due receipt thereof by any Dragged Shareholder would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the United States Securities Act of 1933, as amended, the Company may cause to be paid to any such Dragged Shareholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such shareholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such shareholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and (viii) in the event that the Requisite Parties, in connection with such Sale of the Company, appoint a shareholder representative (the “Shareholder Representative”) with respect to matters affecting the shareholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, (a) to consent to (x) the appointment of such Shareholder Representative, (y) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (z) the payment of such shareholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Shareholder Representative in connection with such Shareholder Representative’s services and duties in connection with such Sale of the Company outstanding and its related service as the Shareholder Representative, and (b) not to assert any claim or commence any suit against the Shareholder Representative or any other shareholder with respect to any action or inaction taken or failed to be taken by the Shareholder Representative in connection with its service as the Shareholder Representative, absent fraud or willful misconduct. 4.2 Notwithstanding the foregoing, a Dragged Shareholder will not be required to comply with Section 4.1 above in connection with any proposed Sale of the Company (the “Proposed Sale”) unless: (i) any representations and warranties to be made by such Dragged Shareholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such shareholder’s Shares, including the representations and warranties that (a) the Dragged Shareholder holds all right, title and interest in and to the Shares such Dragged Shareholder purports to hold, free and clear of all liens and encumbrances, (b) the obligations of the Dragged Shareholder in connection with the transaction have been duly authorized, if applicable, (c) the documents to be entered into by the Dragged Shareholder have been duly executed by the Dragged Shareholder and delivered to the acquirer and are enforceable against the Dragged Shareholder in accordance with their respective terms and (d) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Dragged Shareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency by which such Dragged Shareholder is subject or bound. (ii) the Dragged Shareholder shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any shareholder of any identical representations, warranties and covenants provided by all shareholders). (iii) the liability for indemnification, if any, of such Dragged Shareholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any shareholder of any identical representations, warranties and covenants provided by all shareholders), and is pro rata in proportion to the amount of consideration paid to such Dragged Shareholder in connection with such Proposed Sale (in accordance with the provisions of the Memorandum and Articles). (iv) liability shall be limited to such Dragged Shareholder’s applicable Share (determined based on the respective proceeds payable to each shareholder in connection with such Proposed Sale in accordance with the provisions of the Memorandum and Articles) of a negotiated aggregate indemnification amount that applies equally to all shareholders but that in no event exceeds the amount of consideration otherwise payable to such Dragged Shareholder in connection with such Proposed Sale, except with respect to claims related to fraud by such shareholder, the liability for which need not be limited as to such Dragged Shareholder. (v) upon the consummation of the Proposed Sale, (a) each holder of each class or series of the Company’s shares will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series, (b) each holder of a series of Preferred Shares will receive the same amount of consideration per Preferred Share of such series as is received by other holders in respect of their Preferred Shares of such same series, (c) each holder of Ordinary Shares will receive the same amount of consideration per Ordinary Share as is received by other holders in respect of their Ordinary Shares, and (d) unless the Majority Preferred Holders elect to receive a lesser amount by written notice given to the Company at least ten (10) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of Preferred Shares and Ordinary Shares shall be allocated among the holders of Preferred Shares and Ordinary Shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Shares and the holders of Ordinary Shares are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Memorandum and Articles in effect immediately prior to the merger are converted by virtue Proposed Sale. (vi) subject to Section 4.2(v) above, requiring the same form of consideration to be available to the holders of any single class or series of shares, if any holders of a series or class of shares of the merger into other property, whether in Company are given an option as to the form and amount of securitiesconsideration to be received as a result of the Proposed Sale, cashall holders of such series or class of shares will be given the same option; provided, however, that nothing in this Section 4.2 (vi) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or otherwise; or (iii) a sale or transfer of all or substantially all limitation that is generally applicable to the Company’s properties and assets shareholders. (vii) if such Dragged Shareholder is not an appointed officer of the Company or any other Group Company, such Dragged Shareholder is not required in connection with such Proposed Sale to agree to (x) any covenant not to compete with any party and/or (y) any covenant not to solicit or hire customers, employees or suppliers of any party. 4.3 No Dragged Shareholder shall be a party to any other person, Share Sale unless all holders of Preferred Shares are allowed to participate in each case, which is a such transaction at arm’s length for an aggregate and the consideration of not less than US$300 million, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment received pursuant to this Section 9.2, a “Drag-Along Sale”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as transaction is allocated among the case may be, except parties thereto in the case of Intel (Cayman) manner specified in the Memorandum and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject Articles in effect immediately prior to the terms of Share Sale (as if such buy-out agreement substantially in transaction were a Deemed Liquidation Event) unless the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If Majority Preferred Holders elect otherwise by written notice given to the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), Company prior to the Board shall in good faith determine the fair market value effective date of any such securities transaction or property in cash, provided that any Investor shall have the right to challenge any determination by the Board series 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 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. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereofrelated transactions. (b) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreement, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Ordinary Shareholder shall grant to the 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 Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer shall be authorized to transfer the Shares of each Ordinary 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 (including instruments of transfers) on behalf of each Ordinary Shareholder. (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2.

Drag Along. (a) If at Subject to any time approval or other rights in this Agreement, if after the date hereof there shall be: expiration of the Restricted Period, the Buyer sells all or substantially all the Fully Diluted Common Stock owned by it (iwhether pursuant to a sale, merger or other consolidation, a "Company Sale") an offer by in a Person bona fide arm's-length transaction to a third party that is not an Affiliate of any party hereof the Buyer or of the Company (an "Independent Third Party"), then the Buyer shall have the right, subject to purchase all the Shares in the Company; provisions of this Section 8.2 ("Drag-Along Right"), to require NRG to (i) if such Company Sale is structured as a sale of stock, sell, transfer and deliver or cause to be sold, transferred and delivered to such Independent Third Party all shares of Fully Diluted Common Stock, owned or held by it or (ii) a merger if such Company Sale requires the consent or consolidation approval of the Company's stockholders, vote NRG's shares of Common Stock in favor thereof, and, in any such event, except to the extent otherwise provided in subsection (c) of this Section 8.2, NRG shall agree to and shall be bound by the same terms, provisions and conditions in respect of the Company with or into another corporation in which the Company is not the surviving entity but the Shares of the Company outstanding immediately prior Sale as are applicable to the merger are converted by virtue Buyer. The provisions of the merger into other property, whether in the form of securities, cash, or otherwise; or (iii) a sale or transfer of all or substantially all the Company’s properties and assets Section 8.1 shall not apply to any other person, in each case, transactions to which is a transaction at arm’s length for an aggregate consideration of not less than US$300 million, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along Sale”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor 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 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. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereof8.2 applies. (b) The restrictions on Transfers of Shares set forth in Sections 10.1If the Buyer desires to exercise its Drag-Along Rights, 4.2 and 5 it shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreement, or anything in this Agreement give written notice to the contrary notwithstandingother Stockholder ("Drag-Along Notice") of the Company Sale, setting forth the name and address of the transferee, the date on which such transaction is proposed to be consummated (which shall be not less than 30 days after the date such Drag-Along Notice is given), and the proposed amount of cash consideration and terms and conditions of payment offered by such transferee. (c) Upon The obligations of the approval Stockholders in respect of a Drag-Along Company Sale as described in under this Section 9.2, each Ordinary Shareholder shall grant 8.2 are subject to the CEO or an authorized officersatisfaction of the following conditions: (i) subject to (v) below, a power upon the consummation of attorney to transfer their Shares and to do and carry out all other necessary or advisable acts to complete the Drag-Along Company Sale, including, without limitation, executing any consideration of equivalent value in cash or Cash Equivalents realized upon such Company Sale shall be paid or distributed in respect of each share of Common Stock then issued and all documents outstanding; (including instruments ii) each holder of transfer) on behalf then currently exercisable rights to acquire shares of Common Stock will be given a reasonable opportunity to exercise such rights prior to the consummation of the Company Sale and thereby to participate in such sale as a holder of such Ordinary Shareholder. The CEO or an authorized officer Common Stock; (iii) there shall be authorized no liability of NRG for indemnification in respect of any matters arising pursuant to transfer or in connection with the Shares of each Ordinary Shareholder and to do and carry out all other necessary or advisable acts to complete the Drag-Along Company Sale, includingother than with respect to NRG's ownership of its shares of Common Stock; (iv) NRG shall not be required to make general representations or warranties regarding the financial condition, without limitationbusiness, executing assets or affairs of the Company and its Subsidiaries; (v) the valuation of NRG's shares of Common Stock shall take into account not only the consideration received by the Buyer for its Common Stock but also any consideration received by the Buyer or its for the sale, transfer or disposition of any ownership or other interests, contract rights, permits or any other asset of the Buyer or its Affiliates with respect to its investment in the Company related to or contemplated by the sale of the Buyer's Common Stock; and all documents (including instruments of transfersvi) on behalf of each Ordinary Shareholder. (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) NRG shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy given a reasonable opportunity to review and provide comments to the exceptions applicable agreements or documents relating to Intel (Cayman) or Intel (Delaware) in this Section 9.2the Company Sale.

Drag Along. (a) If at At any time after prior to the consummation of a Qualified IPO or a Disposition by CEC and its Affiliates of all or substantially all of its Class A Units in one transaction or a series of related transactions, CEC may elect, by at least fifteen (15) days written notice to the Board of Managers (a “Company Sale Notice”), to cause (i) all Unitholders to consummate a Disposition to any Person of all of the outstanding Units of the Company (any such transaction, a “Company Sale”) or (ii) a Qualified IPO (an “Approved IPO”); provided, however, that once CEC has provided the Company Sale Notice in accordance with this Section 9.3(a), CEC shall be entitled to take (or cause the Company or Board of Managers to take) all steps reasonably necessary to carry out (x) a sale of Class A Units, including selecting an investment bank, providing confidential information to potential acquirers in accordance with Section 12.12, and negotiating the requisite documentation notwithstanding the fact that no specific acquirer or transaction shall have been identified to effect the Company Sale as of the date hereof there of the Company Sale Notice or (y) an Approved IPO, including selecting underwriters, providing confidential information to underwriters in accordance with Section 12.12 and negotiating requisite documentation. (b) No later than the later of (i) thirty (30) days after delivery of a Company Sale Notice or (ii) thirty (30) Business Days prior to the consummation of a Company Sale or Approved IPO, the Board of Managers shall benotify each Unitholder, in writing, of the election by CEC to initiate a Company Sale or an Approved IPO and such notice shall describe in reasonable detail (i) in the case of a Company Sale, the name of the Person to whom such Company Sale is being made; (ii) the proposed date of the consummation of such Company Sale or Approved IPO; (iii) the material terms of such Company Sale or Approved IPO and (iv) a copy of any form of agreement or prospectus or other offering document proposed to be executed in connection with such Company Sale or Approved IPO. (c) Each Unitholder agrees that upon receipt of a Company Sale Notice it will (i) take such action as may reasonably be required, including voting its Units in any such Company Sale, and (ii) cause its designated Managers to take such action required, to approve and cause such Company Sale or Approved IPO, as applicable, to promptly be consummated. In the event of a Company Sale involving a Disposition of all of the outstanding Units of the Company, each Unitholder shall be required to Dispose of all their Units in such Company Sale free and clear of all Liens (other than Liens created by this Agreement or restrictions on transfer pursuant to federal and state securities laws). (d) CEC shall have the right in connection with any such Company Sale or Approved IPO, as applicable, to require the Company and the other Members to cooperate fully with potential acquirors or underwriters, as applicable, in such prospective Company Sale or Approved IPO, as applicable, by taking all customary and other actions reasonably requested by CEC or such potential acquirors or underwriters, as applicable, including (i) with respect to the Company, making its properties, books and records, and other assets reasonably available for inspection by such potential acquirors or underwriters, as applicable, (ii) with respect to the Company, establishing a data room including materials customarily made available to potential acquirors or underwriters, as applicable, in connection with such processes, (iii) subject to Section 9.3(e)(iii), making customary representations and warranties to such potential acquirors or underwriters, as applicable, and, with respect to any Member who is an employee of the Company and subject to the terms of any Grant Letter or other agreement between the Company and such Member, agreeing to customary non-competition restrictions, (iv) with respect to the Company, making its employees reasonably available for presentations, interviews, road shows and other diligence activities, in each case subject to reasonable and customary confidentiality provisions. The Company and each Unitholder shall provide assistance with respect to these actions as reasonably requested by CEC. In connection with any Approved IPO, CEC, the Class B Unitholders and the Company shall enter into a mutually acceptable registration rights agreement, which agreement shall provide, inter alia, CEC with customary demand registration rights and CEC and the Class B Unitholders with customary “piggyback” registration rights (including with respect to the Approved IPO, on a pro rata basis, to the extent that CEC is a selling stockholder in such offering). (e) Notwithstanding anything contained in this Section 9.3, the obligation of the Unitholders to participate in any Company Sale or Approved IPO is subject to the following conditions: (i) an offer by a Person that is not an Affiliate the terms and conditions of such Company Sale shall be the same for all Unitholders and upon the consummation of such Company Sale, all of the Unitholders participating therein will receive the same form of consideration, the amount of consideration shall be allocated in accordance with Section 5.1, and no Unitholder or any of its Affiliates will receive any payment or other consideration of any party hereof nature whatsoever from the transferee in connection with or arising from such Company Sale or Approved IPO other than the consideration allocated to purchase all the Shares Unitholders in the Companyaccordance with Section 5.1; (ii) a merger or consolidation of the Company in connection with or into another corporation any Approved IPO in which the Company acts as issuer, each holder of Units will receive securities issued in connection with such Approved IPO having a value equal to the same proportion of the sum of (1) the estimated aggregate net proceeds to the equity holders of the Company selling securities in the Approved IPO (less the reasonably estimated expenses of such Approved IPO to such equity holders), plus (2) the aggregate Pre-IPO Value that such holder would have received if all of the Company’s cash and other property had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 5.1 as in effect immediately prior to such distribution assuming that the value of the Company immediately prior to such liquidation distribution was equal to the sum of such estimated aggregate net proceeds described in clause (1) above and the Pre-IPO Value; provided, however, that the securities issued in the Approved IPO with respect to unvested Class B Units shall remain subject to vesting in accordance with, and to the extent provided in, the applicable Grant Letter; provided further, however, that if (x) the foregoing provisions would result in the holders of Class B Units receiving only a nominal amount of such securities or none, then the Board may elect to have such Class B Units canceled for no consideration. For the sake of clarity, CEC may elect in connection with a proposed Approved IPO where a subsidiary of the Company or another entity that is not the surviving entity but Company or its successor is the Shares of issuer in such Approved IPO to not cause the Company outstanding immediately prior foregoing exchange in connection therewith and, to the merger are converted by virtue of the merger into other propertyextent such exchange does not occur, whether this Agreement will continue in the form of securities, cash, or otherwise; oreffect after an Approved IPO in accordance with its terms; (iii) a sale in connection with any Company Sale or transfer of all or substantially all the Company’s properties Approved IPO, no Unitholder other than CEC shall be (A) required to make any representations and assets warranties other than representations and warranties solely with respect to such Unitholder, (B) liable for any indemnification obligations to any other personpotential purchaser or underwriter in respect of such representations on a joint, in each caserather than several, which is a transaction at arm’s length for an aggregate consideration of not less than US$300 million, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along Sale”) pursuant tobasis, and so as in no event with respect to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor 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 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. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any an amount of such costs in excess of US$1 million the net cash proceeds paid to such Unitholder in such transaction, and (C) subject to any escrow, holdback or similar arrangement relating to such transaction other than on a pro rata basis with CEC and, in no event with respect to an amount in excess of the net cash process paid to such Unitholder in such transaction; (iv) no Unitholder shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 required to those of the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereof. (b) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply take any action in connection with a sale any Company Sale or Approved IPO that would cause such Unitholder to spend money or incur liabilities (other than de minimis expenses or expenses paid by the Company pursuant to this Section 9.2 and any Buy-Out Agreement, or anything in this Agreement to the contrary notwithstanding.clause (v) below); and (cv) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Ordinary Shareholder shall grant to the 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 Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer Company shall be authorized obligated to transfer pay any expenses incurred by the Shares of each Ordinary Shareholder Company in connection with any Company Sale or Approved IPO, whether or not such Company Sale or Approved IPO is consummated, including bankers’ fees, attorneys’ fees 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 (including instruments of transfers) on behalf of each Ordinary Shareholderaccountants’ fees. (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2.

Drag Along. If a Selling Shareholder that intends to sell all (a) If at any time after the date hereof there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all the Shares in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Shares of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or (iii) a sale or transfer of all or substantially all the Company’s properties and assets to any other person, in each case, which is a transaction at arm’s length for an aggregate consideration of not less than US$300 millionall) of its Company Securities to a Purchaser holds more than sixty-six and two-thirds percent (66 2/3%) of the outstanding Shares on a fully-diluted basis, then each 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 6.2, the Selling Shareholder shall sellhave the right to require each Remaining Shareholder to sell all (but not less than all) of its Company Securities to the Purchaser, transfer, convey or assign its Shares such right to be exercised by delivery of a joint written notice (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along SaleNotice”) pursuant tofrom 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 of its Company Securities to the Purchaser, (iii) the purchase price for the Company Securities being sold (expressed on an aggregate and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except a per-Company Security basis in the case of Intel (CaymanUnited States funds) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of payment of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor 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 and the challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market valuepurchase price, and (iv) the determination intended date of completion of such fair market value by sale, after which the valuer shall, in following procedure shall apply: (a) The Drag-Along Notice must be delivered at least fifteen (15) days before the absence of manifest error, be final closing date for the sale and conclusive. Up to US$1 million purchase of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Selling Shareholder’s Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereof. (b) Subject to Section 6.2(c), The restrictions 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 Remaining Shareholder’s Company Securities on Transfers the same terms and conditions, mutatis mutandis, as are applicable to the sale by the Selling Shareholder of its Shares to the Purchaser and on such other applicable terms and conditions as set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreement, or anything in this Agreement to the contrary notwithstanding6.2(b). (c) Upon the approval The purchase price for any type of Company Security held by a Drag-Along Sale as described in this Section 9.2, each Ordinary Remaining Shareholder that is not being sold by any Selling Shareholder shall grant to be the CEO or an authorized officerfair market value thereof, a power as determined by agreement of attorney to transfer their Shares the Purchaser and to do such Remaining Shareholder or, if such agreement is not reached within ten (10) Business Days after delivery by the Selling Shareholder(s) and carry out all other necessary or advisable acts to complete the Purchaser of the Drag-Along SaleNotice, includingas determined by an independent valuator appointed by the Board of Directors of the Company, without limitation, executing any and all documents (including instruments the fees of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer which shall be authorized to transfer shared equally by the Shares of each Ordinary Shareholder Purchaser 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 (including instruments of transfers) on behalf of each Ordinary Remaining Shareholder. (d) For If the avoidance closing of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound sale contemplated by this Section 9.2 as if they were an Investor hereunder but 6.2 (a “Drag Transaction”) shall not enjoy have occurred within ninety (90) days of the exceptions date of a Drag Along Notice, such Drag Along Notice shall be null and void and of no force and effect and all of the provisions of this Section 6.2 shall again become applicable to Intel any proposed Drag Transaction. (Caymane) At or Intel before the time of completion of the sale of the Company Securities of each Remaining Shareholder to the Purchaser, each Remaining Shareholder shall (Delawarei) cause to be discharged any and all encumbrances of, and security interests in, its Shares, and (ii) execute and deliver to the Purchaser, against payment for such Company 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 name and on behalf of, such Remaining Shareholder to take possession of and execute and deliver to the 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 9.26.2(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 6.2(e), the Secretary or President of the Company (as applicable), acting on behalf of the Remaining Shareholder pursuant to 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) 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 Purchaser effective on the date fixed for completion of such sale; (ii) 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 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 Remaining Shareholder executes and delivers (i) 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 Company 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 event the Purchaser is a Restricted Competitor and Cavco is the Remaining Shareholder, 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 Purchaser.

Drag Along. In the event the Board and the Founder approve a Sale of the Company and notify the Shareholders that this Section 3.2 shall apply to such transaction, each of the Shareholders shall agree as follows: (a) If at any time after the date hereof there if such transaction requires shareholder approval, then, with respect to all Shares that such Shareholder owns or over which such Shareholder otherwise exercises voting power over, such Shareholder shall be: vote (iin person, by proxy or by action by written consent, as applicable) an offer by a Person that is not an Affiliate of any party hereof to purchase all the its Shares in favor of, and to adopt, such Sale of the Company and shall vote in opposition to any and all other proposals that could delay or impair the ability of the Company or the Founder to consummate such Sale of the Company; (iib) if such transaction is a merger or consolidation Stock Sale, such Shareholder shall sell the same proportion of the Company with or into another corporation in which the Company is not the surviving entity but the Shares of Common Stock beneficially held by such Shareholder as is being sold by the Company outstanding immediately prior to Founder and on the merger are converted by virtue of same terms and conditions as the merger into other propertyFounder, whether in the form of securitiesprovided that, cash, or otherwise; or (iii) a sale or transfer of all or substantially all the Company’s properties and assets to nothwithstanding any other person, in each case, which is a transaction at arm’s length for an aggregate consideration provision of not less than US$300 million, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along Sale”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel 3.1. (Cayman) and Intel (Delawaree), which are parties to a Buy-Out Agreement and OPC shall be subject entitled to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor 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 and the challenging parties. The valuer shall prepare a report setting forth the basis of sell all 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. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereof. (b) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreement, or anything in this Agreement to the contrary notwithstanding.; (c) Upon such Shareholder shall execute and deliver all related documentation and take such other action in support of the approval Sale of a Drag-Along Sale the Company at such times as described shall be requested by the Board or the Founder in order to carry out the terms and provisions of this Section 9.2, each Ordinary Shareholder shall grant to the 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 Drag-Along Sale3.2, including, without limitation, executing any and all documents (including delivering instruments of conveyance and transfer, stock powers, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of liens, claims and encumbrances) on behalf of such Ordinary Shareholder. The CEO and any similar or an authorized officer shall be authorized to transfer related documents, and approving and appointing any shareholder representative selected by the Shares of each Ordinary Shareholder and to do and carry out all other necessary Company or advisable acts to complete the Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfers) on behalf of each Ordinary Shareholder.Founder; (d) For the avoidance of doubtsuch Shareholder shall not deposit, except as provided in this Agreement, any assignee Shares owned by such Shareholder in a voting trust or transferee who acquires subject, except as provided in this Agreement, any Share such Shares to any arrangement or agreement with respect to voting such Shares, unless specifically requested to do so by the acquirer in connection with the Sale of the Company; (e) such Shareholder shall refrain from Intel exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company and shall waive all such rights; and (Caymanf) or Intel the expenses (Delawareincluding, without limitation reasonable legal expenses and disbursements) incurred by the Company in connection with a Sale of the Company shall be bound borne by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2Company.

Drag Along. (a) If at any time after the date hereof there shall be: Except as provided in Section 2.4(b), if fifteen (i15%) an offer by a Person that is not an Affiliate of any party hereof to purchase all the Shares percent in the Company; (ii) a merger or consolidation interest of the Company with Lee ▇▇▇ders (referred to in this Section 2.4 collectively as the "TAKE ALONG GROUP") shall determine jointly to sell or into another corporation in which the Company is not the surviving entity but the Shares of the Company outstanding immediately prior exchange (pursuant to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or (iii) a sale or transfer of all Shares, merger, consolidation, recapitalization or substantially all any similar transaction) any of their Shares in one or a series of BONA FIDE arms-length transactions to a Third Party who is not an Affiliate or an Associate of the Company’s properties Take Along Group, then, upon ten (10) days written notice from the Take Along Group, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and assets place of closing and the consideration to any be received by the Stockholders (such notice being referred to as the "SALE REQUEST"), each other personStockholder shall be obligated to, and shall (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party, in each casethe same transaction at the closing thereof the same percentage of such Stockholder's shares of Common Stock as is equal to the percentage of the shares of Common Stock owned by the Take Along Group as of the date of the Sale Request that are being sold by the Take Along Group in such transaction or transactions, (ii) deliver certificates for all of his or its shares of Common Stock at the closing, free and clear of all claims, liens and encumbrances, (iii) upon request, consent to the cancellation of all Vested Stock Options for an amount per underlying share of Common Stock equal to the difference between the consideration per share of Common Stock referenced in the preceding clause (i) and the exercise price of such Vested Stock Options, (iv) if stockholder approval of the transaction is required, vote his or its Shares in favor thereof, and (v) approve, execute and deliver any and all documents, certificates and instruments, related to the consummation of the contemplated transaction, which is a transaction at arm’s length for an aggregate documents, certificates and instruments are on terms and conditions substantially the same as those being executed and delivered by the Take Along Group. Each Stockholder (including the members of the Take Along Group) shall receive the same consideration per share of not less than US$300 million, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment Common Stock upon any sale pursuant to this Section 9.2, a “Drag-Along Sale”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor 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 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. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereof2.4. (b) The restrictions on Transfers In the event that any of Shares set forth in Sections 10.1the Stockholders fail to comply with the provisions of Section 2.4(a), 4.2 each of the other Stockholders hereby (i) irrevocably appoints the Lee ▇▇▇▇▇▇ ▇▇▇resentative as his, her or its attorney-in-fact (with full power of substitution) to execute all agreements, instruments and 5 shall not apply in connection with a sale pursuant certificates and take all actions necessary or desirable to this Section 9.2 effectuate any transaction hereunder; and any Buy-Out Agreement, or anything in this Agreement (ii) grants to the contrary notwithstandingLee ▇▇▇▇▇▇ ▇▇▇resentative a proxy (which shall be deemed to be coupled with an interest and irrevocable) to vote the Shares held by such Stockholder and exercise any consent rights applicable thereto in favor of any transaction hereunder. (c) Upon the approval The provisions of a Drag-Along Sale as described in this Section 9.2, each Ordinary Shareholder shall grant to the 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 Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer shall be authorized to transfer the Shares of each Ordinary 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 (including instruments of transfers) on behalf of each Ordinary Shareholder. (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but 2.4 shall not enjoy apply to (i) any Transfer pursuant to a Public Offering or pursuant to a Rule 144 Transaction, or (ii) any Transfer completed after the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2Public Float Date.

Drag Along. (i) If (A) a Sale Transaction is approved by the Board of 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 at any time the Majority Founders and STI have delivered a Sale Notice, then for a period of one hundred twenty (120) days after the date hereof there of such Sale Notice, the Holder shall bebe 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) an offer any representations and warranties to be made by a Person that is not an Affiliate of any party hereof the Holder shall be limited to purchase all representations and warranties related to authority, ownership and the Shares in ability to convey title to the CompanyHolder’s Converted Stock; (ii) a merger the Holder shall not be liable for the inaccuracy of any representation or consolidation of warranty made by any other Person in connection with the Company with or into another corporation in which the Company is not the surviving entity but the Shares of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; orproposed 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 a sale class or transfer series of all Capital Stock shall receive the same form of consideration as each other holder of such class or substantially series of Capital Stock, including subject to any escrow, delayed payment or set off provisions applicable to all the Company’s properties and assets holders of the Capital Stock being sold or transferred in the proposed sale; and (v) subject to clause (iv) above, if any other person, in each case, which holder of a class or series of Capital Stock is a transaction at arm’s length for given an aggregate consideration of not less than US$300 million, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along Sale”) pursuant to, and so option as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor 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 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. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall consideration to be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereof. (b) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply received in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreementthe proposed sale, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Ordinary Shareholder shall grant to the 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 Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf holders of such Ordinary Shareholder. The CEO class or an authorized officer series of Capital Stock shall be authorized to transfer given the Shares of each Ordinary 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 (including instruments of transfers) on behalf of each Ordinary Shareholdersame option. (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2.

Drag Along. (a) If at any time after the date hereof there shall be: Member or Members holding a Controlling Interest propose to effect a sale, transfer or other disposition (i) an offer by a Person “Sale”; the Member or Members proposing such sale being referred to in this Section 8.6 as the “Sellers”), to a purchaser that is not an Affiliate of any party hereof to purchase Seller (“Purchaser”) of all the Shares in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which Units held by the Company is not Sellers (the surviving entity but the Shares of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or (iii) a sale or transfer of all or substantially all the Company’s properties and assets to any other person, in each case, which is a transaction at arm’s length for an aggregate consideration of not less than US$300 million, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along SalePurchase Offer”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine Sellers may require each and every one of the fair market value other Members to sell to the Purchaser all Units held by such other Members for the same consideration per Unit and otherwise on the same terms and conditions upon which the Sellers sell their Units, provided that the terms and conditions of any such securities transaction shall not impose upon any of the other Members (x) any obligation to provide personal services, (y) any restriction on such Member’s rights to compete, or property (z) any personal liability for breaches of representations, warranties and covenants in cashthe transaction documents other than the representations, provided that any Investor shall have the right warranties and covenants 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 such Member regarding its own good standing, authorization of the Board and agreements, ownership of the challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market valueUnits to be transferred, and the determination other customary matters bearing on such Member’s transfer of good title to such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereofUnits. (b) The restrictions on Transfers Sellers shall cause the Purchase Offer described in clause (a) above to be reduced to writing and shall provide a written notice (the “Take-Along Notice”) of Shares set the Purchase Offer to the other Members. The Take-Along Notice shall contain written notice of the Sellers’ offer to the other Members to sell all of their Units, setting forth in Sections 10.1the consideration per Unit to be paid by the Purchaser and the other terms and conditions of the Purchase Offer. As promptly as practicable after receipt of the Take-Along Notice, 4.2 and 5 each of the other Members shall not apply deliver to the Sellers all documents required to be executed in connection with a sale such Purchase Offer or an unconditional agreement in writing to sell all of such other Member’s right, title and interest in such Units pursuant to this Section 9.2 8.6 simultaneously with the consummation of such Purchase Offer against delivery to such other Members of the consideration therefor. In the event that any other Member shall fail to deliver such documents or written agreements to the Sellers, the Company shall cause the books of the Company to show that such Units are bound by the provisions of this Section 8.6 and that such Units shall be transferred by the holder thereof only to the Purchaser. In the event that any BuyMember receives a Take-Out AgreementAlong Notice pursuant to this Section 8.6, such Member agrees to use its best efforts, in good faith and in a timely manner, to take, or anything cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable, under applicable laws and regulations (including, without limitation, to ensure that all appropriate legal and other requirements are met and all consents of third parties are obtained), to consummate the proposed transactions contemplated by this Section 8.6. In the event that the Sellers shall reach a binding agreement to effect a Purchase Offer pursuant to which the Company shall be merged with or into, or sell substantially all of its assets to, another person or entity, each Member agrees that, in this Agreement addition to any of the contrary notwithstandingrequirements of the immediately preceding sentence, such Member shall vote all of his, her or its Units in favor of the transaction, provided that the terms and conditions of any such transaction shall not impose upon any of the other Members without his, her or its consent (x) any obligation to provide personal services, (y) any restriction on such Member’s rights to compete, or (z) any personal liability for breaches of representations, warranties and covenants in the transaction documents. (c) Upon If, for any reason, the approval Sellers determine they cannot complete the Sale of a Drag-Along the Units, the Sellers shall return to each other Member all documents delivered pursuant hereto by such Member and all the restrictions on Sale as described or other disposition contained in this Section 9.2, each Ordinary Shareholder shall grant Agreement with respect to the 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 Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer Units shall again be authorized to transfer the Shares of each Ordinary 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 (including instruments of transfers) on behalf of each Ordinary Shareholderin effect. (d) For At the avoidance closing of doubtthe Sale of the Units pursuant to this Section 8.6, the consideration with respect to the Units of any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) Member shall be bound paid directly to each pursuant to its written instructions and shall be distributed among the Members in a manner consistent with the distribution provisions in Section 4.1. The Sellers shall furnish such other evidence of the completion and time of completion of such Sale and the terms thereof as shall be reasonably requested by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2such other Members.

Drag Along. (a) If If, at any time after time, Members owning at least a majority of the date hereof there shall be: outstanding Units (ithe “Approving Members”) an offer by approve a Person that is not an Affiliate proposal for the sale of any party hereof to purchase all of the Shares in outstanding Units of the Company; (ii) a , any merger or consolidation of involving the Company, or the sale by the Company with or into another corporation in which the Company is not the surviving entity but the Shares of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other propertyits subsidiaries, whether in the form of securitiesif any, cash, or otherwise; or (iii) a sale or transfer of all or substantially all the Company’s properties and of its assets to any other person, in each case, which is a transaction at arm’s length for (an aggregate consideration of not less than US$300 million“Approved Sale”), then each Shareholder shall sellone or more of the Approving Members, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, may deliver a “Drag-Along Sale”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C notice (a “Buy-Out AgreementRequired Sale Notice”). If the consideration offered is payable in securities or property ) with respect to such Approved Sale to each Member other than cash the Approving Members (the “Other Members”) stating that the Approved Sale has been approved or evidence proposed to be effected and providing the identity of cash indebtedness)the persons involved in such Approved Sale and the terms thereof. Each Other Member, upon receipt of a Required Sale Notice shall be obligated, which obligation shall be enforceable by any of the Approving Members, to (i) participate in the Approved Sale, (ii) consent to and vote for the Approved Sale or the 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 Approved Sale is structured as a sale of Units, agree to sell all of his Units on the same terms and conditions approved by the Approving Members, and (v) otherwise take all necessary actions to consummate, and to cause the Company to consummate, the Board shall 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 good faith determine the fair market value of any such securities or property in cash, provided that any Investor shall have the right to challenge any determination Approved Sale as are made by the Board of fair market value made pursuant hereto, in which case the determination of fair market value shall Approving Members. Any such Required Sale Notice may be made by a valuer selected jointly rescinded by the Board 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 Approving Members by the valuer shall, in the absence of manifest error, be final and conclusive. Up delivering written notice thereof to US$1 million all of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereofOther Members. (b) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreement, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Ordinary Shareholder shall grant to the 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 Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer shall be authorized to transfer the Shares of each Ordinary 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 (including instruments of transfers) on behalf of each Ordinary Shareholder. (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2.

Drag Along. (a) If at At any time after the date hereof there shall be: (i) an offer by a Person that is not an Affiliate of any party hereof to purchase all the Shares in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Shares of the Company outstanding immediately prior to the merger are converted consummation of a Qualified IPO and upon the election by virtue the Required Interest of the merger into Members (each a “Selling Member”) to Transfer in one transaction or a series of related transactions (other propertythan an Exempt Transfer or an Involuntary Transfer) all of the Membership Interests that they hold to a non-affiliated Person in a bona fide transaction, whether all Members and Transferees other than the Selling Members (each such other Members and Transferees shall be referred to herein as a “Co-Seller” and collectively as “Co-Sellers”) shall be required to Transfer all their Membership Interests in such transaction or transaction. All such Membership Interests of the form of securities, cash, or otherwise; or (iii) a sale or transfer Co-Sellers shall be Transferred free and clear of all or substantially all the Company’s properties and assets to any other person, in each case, which is a transaction at arm’s length for an aggregate consideration of not less than US$300 million, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along Sale”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor 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 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. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereofLiens. (b) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale All Membership Interests Transferred by the Co-Sellers pursuant to this Section 9.2 10.4 shall be treated identically with the Membership Interests being Transferred by the Selling Members in all respects; provided, however, (i) the aggregate consideration to be paid shall be allocated as provided in Section 10.4(c) and (ii) a Co-Seller shall not be required to make any Buyrepresentations or warranties in connection with such Transfer other than representations and warranties as to (x) such Co-Out AgreementSeller’s Membership Interests will be Transferred free and clear of all Liens, or anything in this Agreement (y) such Co-Seller’s power and authority to effect such Transfer, and (z) such matters pertaining to compliance with securities laws as the contrary notwithstandingacquiring party may reasonably require. (c) Upon the approval of a Drag-Along Sale as described in In any Transfer subject to this Section 9.210.4, each Ordinary Shareholder shall grant the aggregate consideration to be paid by the 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 Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer acquiring party shall be authorized allocated to transfer each class of Membership Interests, with such allocations determined based on the Shares amount that would be distributable to such class of each Ordinary Shareholder and Membership Interests by applying Article 5 to do and carry out such aggregate consideration (giving effect to all other necessary or advisable acts distributions actually made pursuant to complete Article 5 through the Drag-Along Sale, including, without limitation, executing any and all documents (including instruments date of transfers) on behalf of each Ordinary Shareholderthe Transfer). (d) For the avoidance The Selling Members shall give each Co-Seller at least 20 days’ prior written notice of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by Transfer that is subject to this Section 9.2 10.4, and such notice shall identify the acquiror, all material terms and the date of the closing of the Transfer. Each Co-Seller shall take such actions as if they were an Investor hereunder but shall not enjoy may be reasonably required and otherwise cooperate in good faith with the exceptions applicable Selling Members in connection with consummating the Transfer subject to Intel (Cayman) or Intel (Delaware) in this Section 9.210.4.

Drag Along. (a) If at any time after CBC Acquisition proposes to Transfer, directly or indirectly, fifty percent (50%) or more of its Membership Interests in the date hereof there shall be: (i) an offer by Company to a Person that is not prospective purchaser in one or more series of related transactions other than to an Affiliate of any party hereof Asta, and such Transfer is approved to purchase all the Shares in the Company; extent required under Section 6.05(b)(iii), CBC Acquisition shall, at least ten (ii10) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Shares of the Company outstanding immediately business days prior to the merger are converted by virtue closing of the merger into other propertyTransfer, whether in the form of securities, cash, or otherwise; or (iii) a sale or transfer of all or substantially all the Company’s properties and assets to any other person, in each case, which is a transaction at arm’s length for an aggregate consideration of not less than US$300 million, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along Sale”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor shall have the right to challenge any determination by give notice to all of the Board other Members (specifying the identity of fair market value made pursuant heretothe prospective purchaser, in which case the determination proposed purchase price, the scheduled date of fair market value shall be made by a valuer selected jointly by the Board and the challenging parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market valueclosing, and the determination of all other relevant material information), and in such fair market value by the valuer shallevent, in the absence of manifest error, be final and conclusive. Up to US$1 million each of the costs other Members shall also sell to the proposed purchaser, simultaneously with the sale by CBC Acquisition and on the same terms and conditions as CBC Acquisition, all of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs their respective Membership Interests in excess of US$1 million shall be borne equally by the challenging Investor and the Company. The valuer Upon request of CBC Acquisition or the prospective purchaser, each of the other Members shall act execute and deliver a definitive purchase and sale agreement, in substantially the same form and substance as expert the definitive agreement executed and delivered by CBC Acquisition; provided, however, (a) any indemnification obligation of any Member in connection with the sale shall be several and not as an arbitrator. If joint and shall be limited to the acquiring party is a privately-held entity and the Holders of Series A Preferred Shares or Series B Preferred Shares or Series C 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 gross proceeds received by that are substantially similar to those of the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and Member in the Revised M&A as of the date hereof. sale and (b) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 such Member shall only be obligated to make such representations and 5 shall not apply warranties in connection with a the sale pursuant as to this Section 9.2 and any Buy-Out Agreement, or anything in this Agreement itself (as opposed to the contrary notwithstanding. (cbusiness and condition of the Company) Upon the approval of a Drag-Along Sale as described in this Section 9.2are customary for such transactions. If any such Member shall fail to execute and deliver such definitive agreement, each Ordinary Shareholder CBC Acquisition shall grant to the CEO or an authorized officer, have a power of attorney to transfer their Shares (which may be relied upon by the purchaser(s) in any such sale) and to do and carry out all other necessary or advisable acts to complete for that purpose the Drag-Along Sale, includingMember, without limitationany further action or deed, shall be deemed to have appointed CBC Acquisition as the Member’s agent and attorney-in-fact, with full power of substitution, for the purpose of executing any and all documents (including instruments of transfer) delivering the definitive agreement in the name and on behalf of the Member and performing all such Ordinary Shareholder. The CEO or an authorized officer shall action as may be authorized to transfer the Shares of each Ordinary Shareholder and to do and carry out all other necessary or advisable acts appropriate to complete consummate the Drag-Along Sale, including, without limitation, executing any and all documents (including instruments sale of transfers) on behalf of each Ordinary Shareholderthe Member’s interest pursuant to that agreement. (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2.

Drag Along. (a) If at any time after following the date hereof hereof, there shall be: (i) an offer by a Person that is not an Affiliate of any party Party hereof to purchase all the Shares or voting rights in the Company; (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Shares or voting rights of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or (iii) a sale or transfer of all or substantially all the Company’s properties and assets to any other personPerson, in each case, which is a transaction at arm’s length for an aggregate consideration implied valuation of the Company of not less than US$300 870 million, if Mr. ▇▇▇ ▇▇▇▇ and the holders representing not less than two thirds (2/3) of the then outstanding Preferred Shares (collectively, the “Drag Holders”) approve such transaction, at the request of the Drag Holders, then each remaining Shareholder (each a “Dragged Holder” and collectively, the “Dragged Holders”) shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along Sale”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor shareholder of Series A Preferred Shares , Series B Preferred Shares, Series D Preferred Shares, Series D+ Preferred Shares or Series E 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 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. Up to US$1 million of the The costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereof. (b) The restrictions on Transfers transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreement9.2, or anything in this Agreement to the contrary notwithstanding. (c) Upon The Drag Holders may exercise the approval rights under this Section 9.2 by notifying in writing each Dragged Holder of a the material terms and conditions of such proposed Drag-Along Sale as described in this Section 9.2, each Ordinary Shareholder shall grant at least twenty (20) days prior to the CEO or an authorized officer, a power transfer of attorney to transfer their Shares 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 (including instruments of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer shall be authorized to transfer the Shares of each Ordinary 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 (including instruments of transfers) on behalf of each Ordinary Shareholderacquiring party. (d) For Any transfer of Shares by the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) Dragged Holders shall be bound on the terms and conditions of the proposed transfer of Shares by the Drag Holders. Completion of the transfer of the Shares pursuant to this Section 9.2 shall take place on the Completion Date on which the Company shall, subject to receipt of the relevant executed transfer forms, make proper entries in the Register of Members of the Company and cancel the surrendered share certificates and issue any new share certificates in the name of the acquiring party (or as if they were an Investor hereunder but shall not enjoy it may direct) as necessary to consummate the exceptions applicable to Intel (Cayman) or Intel (Delaware) transactions in connection with the exercise by the Drag Holders of the rights under this Section 9.2. “Completion Date” means the date proposed for completion of the transfer of the Drag Holders’ Shares unless otherwise provided in the Revised M&A. On the Completion Date, the Dragged Holders shall deliver executed share transfer forms for the Shares, together with the relevant share certificates (or a suitable indemnity for any lost share certificates) to the acquiring party, and the acquiring party shall pay the consideration due for their Shares.

Drag Along. (a) If at any time after the date hereof there shall be: Ordinary Majority and the Preferred Majority (icollectively, the “Drag Holders”) an offer by approve a Person that is not an Affiliate of any party hereof to purchase all the Shares in the Company; (ii) Trade Sale with a merger or consolidation pre-money valuation of the Company with or into another corporation in which the Company is not the surviving entity but the Shares of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or (iii) a sale or transfer of all or substantially all the Company’s properties and assets to any other person, in each case, which is a transaction at arm’s length for an aggregate consideration of not no less than US$300 million, then each Shareholder shall sell, transfer, convey 4,000,000,000 (or assign its Shares equivalent RMB) (such sale, transfer, conveyance or assignment pursuant to this Section 9.29.1, a “Drag-Along Sale”) at any time after the 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, except in unless the case of Intel (Cayman) and Intel (Delaware)rejecting Dragged Holder agrees to purchase the Shares proposed to be sold, which are parties to a Buytransferred, conveyed or assigned by the Drag Holders under the proposed Drag-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”)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 Investor 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 partiesParties. 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. Up to US$1 million of the The costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 holders of Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereof, unless otherwise agreed by the Preferred Majority. (b) Subject to the Charter Documents of the Company, 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 Drag Holder and each Dragged Holder severally but not jointly. (c) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreement9.1, or anything in this Agreement to the contrary notwithstanding. (cd) Upon the approval of a Drag-Along Sale as described in this Section 9.29.1, each Ordinary Shareholder (other than Drag Holders) shall grant to the CEO 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 Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer shall be authorized to transfer the Shares of each Ordinary 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 (including instruments of transfers) on behalf of each Ordinary such Shareholder. (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2.

Drag Along. In the event that BH and/or any of its Permitted Transferee(s) (and/or any further Permitted Transferee(s)) who, collectively, constitute a Majority-in-Interest of Members, agree(s) to (a) If at any time after the date hereof there shall be: sell all of his, her or its Units; (ib) an offer by a Person that is not an Affiliate vote in favor of any party hereof to purchase all the Shares in the Company; (ii) a merger or consolidation involving the Company; or (c) vote in favor of the Company with or into another corporation in which the Company is not the surviving entity but the Shares of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or (iii) a sale or transfer of all or substantially all of the Company’s properties and assets to any other person(each an “Approved Sale”), in each casecase to a third party purchaser or purchasers, other than its Permitted Transferee, in a single transaction or series of related transactions, then, upon the written request of such Majority-in-Interest of Members, the other Members (the “Other Members”) shall: (i) consent to, vote for and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenters’, appraisal and similar rights with respect to the Approved Sale, and (iii) if the Approved Sale is a transaction at armsale of Units, agree to sell all of their Units on the terms and conditions of the Approved Sale, provided that such sale obligation shall only apply if the terms and conditions of the Approved Sale with respect to such Other Member, in its capacity as a Member, are the same in all material respects as the terms and conditions applicable to BH, in its capacity as a Member. Each Other Member shall take all necessary and reasonably desirable actions in connection with the consummation of any such Approved Sale, including without limitation the execution of such agreements and instruments and other actions reasonably necessary (the “Necessary Actions”) to: (x) cooperate in good faith with the purchaser in such Approved Sale to provide access and information as may be reasonably requested by the purchaser; (y) provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements (collectively, the “Approved Sale Agreements”) relating to such Approved Sale (provided that in no event shall any Other Member’s length for an liability with respect to such Approved Sale Agreements exceed the consideration distributed to such Other Member in the Approved Sale, except in the event of fraud, bad faith or willful misconduct by such Other Member and except as may be otherwise agreed to by such Other Member in such Approved Sale Agreements); and (z) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale such that all Members shall receive the same proportion of not less than US$300 million, then the aggregate consideration from such Approved Sale that such holder would have received if such aggregate consideration had been distributed by the Company in a complete dissolution of the Company. As security for the performance of each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment Other Member’s obligations pursuant to this Section 9.29.1, a “Drag-Along each Other Member hereby grants to the Managing Member (and its designee), with full power of substitution and resubstitution, an irrevocable proxy to vote all of such Other Member’s Units, at all meetings of the Members of the Company held or taken after the date of this Agreement with respect to an Approved Sale”) pursuant to, or to execute any written consent in lieu thereof, and so as to give effect tohereby irrevocably appoints the Managing Member (and its designee), such offer to purchase, merger or consolidation, sale or transferwith full power of substitution and resubstitution, as such Other Member’s attorney-in-fact with authority, to the case may beextent constituting Necessary Actions, except in to sign any documents with respect to any such vote or any actions by written consent of such Other Member taken after the case date of Intel (Cayman) and Intel (Delaware), which are parties this Agreement. This proxy shall be deemed to a Buy-Out Agreement be coupled with an interest and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor 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 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. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereofirrevocable. (b) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreement, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Ordinary Shareholder shall grant to the 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 Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer shall be authorized to transfer the Shares of each Ordinary 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 (including instruments of transfers) on behalf of each Ordinary Shareholder. (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2.

Drag Along. (a) If at any time after 2.1. In the date hereof there shall be: event that (i) an offer the Board, (ii) the holders of a majority of the outstanding shares of Common Stock then held by the Founders, (iii) the holders of a Person that is not an Affiliate majority of the Series B Stock, and (iv) the holders of a majority of the outstanding shares of Series A Preferred Stock and any party hereof to purchase all the Shares other classes of shares provided for in the Company; ’s Third Amended and Restated Articles of Incorporation, as amended or restated (iitogether, the “Requisite Holders”) approve any act or transaction described in Section 3.4 of the Company’s Third Amended and Restated Certificate of Incorporation (the “Restated Certificate”), as amended or restated (an “Approved Sale”), (x) if the Approved Sale is structured as a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity but the Shares of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cashCompany, or otherwise; or (iii) a sale or transfer of all or substantially all of the Company’s properties and assets assets, the Investor agrees to any other personbe present, in each caseperson or by proxy, which is a transaction at arm’s length all meetings for an aggregate consideration the vote thereon, to vote all shares of not less than US$300 millioncapital stock held by such person for, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag-Along Sale”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor 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 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. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereof. (b) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with any solicitation of written consents from the stockholders of the Company, and raise no objections to such Approved Sale, and to waive and refrain from exercising any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale or (y) if the Approved Sale is structured as a sale pursuant of the stock of the Company, the Investor agrees to this Section 9.2 sell the Series B Stock and any Buy-Out Agreement, or anything in this Agreement other shares held by such Investor on the terms and conditions approved by the Requisite Holders. Subject to the contrary notwithstanding. (c) Upon foregoing, the approval Investor shall each take all necessary and desirable actions approved by the Requisite Holders in connection with the consummation of a Drag-Along Sale as described in this Section 9.2, each Ordinary Shareholder shall grant to the 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 Drag-Along Approved Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf the execution of such Ordinary Shareholder. The CEO or an authorized officer shall be authorized agreements and such instruments and other actions reasonably necessary to transfer (1) provide the Shares representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and (2) effectuate the allocation and distribution of each Ordinary Shareholder and to do and carry out all other necessary or advisable acts to complete the Drag-Along aggregate consideration upon the Approved Sale, including, without limitation, executing any and all documents (including instruments of transfers) on behalf of each Ordinary Shareholder. (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2.

Drag Along. (a) If at any time after In the date hereof there event of a Sale Event (as defined below), each Founder and Investor shall be: be obligated to and shall, upon the written request of a Majority Interest: (i) an offer by sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Third Party Buyer (as defined below) a Person PRO RATA portion of his, her or its Shares on the same terms applicable to the Majority Interest (with any consideration payable in connection with such Sale Event to be distributed among the holders of capital stock in a manner that is not an Affiliate follows the relative rights and preferences of any party hereof to purchase all the Shares as provided in the Company; Charter), and/or (ii) a execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale Event proposed by the Majority Interest and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or consolidation related sale documents, as such Majority Interest and the Third Party Buyer may reasonably require in order to carry out the terms and provisions of the Company with or into another corporation in which the Company is not the surviving entity but the Shares of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or (iii) a sale or transfer of all or substantially all the Company’s properties and assets to any other person, in each case, which is a transaction at arm’s length for an aggregate consideration of not less than US$300 million, then each Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, a “Drag3.6 (the "DRAG-Along Sale”) pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (DelawareALONG RIGHT"), which are parties to a Buy-Out Agreement and shall be subject to ; PROVIDED that the terms of any such buy-out indemnity agreement or escrow agreement impose substantially equivalent obligations on each of the Founders and the Investors PRO RATA in proportion to their respective ownership of the form attached hereto as Exhibit C Shares; PROVIDED FURTHER, that, in connection with a Sale Event, (a “Buy-Out Agreement”). If i) Madison Capital Funding LLC ("MADISON") and ▇▇▇▇▇▇ Family Holdings LLC ("▇▇▇▇▇▇") shall be required to make representations and warranties only with respect to title to and ownership of their respective Shares, their respective authority to enter into the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness)Sale Event and the enforceability against Madison and ▇▇▇▇▇▇, the Board shall in good faith determine the fair market value respectively, of any such securities agreements entered into by Madison or property in cash, provided that any Investor 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 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. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares▇▇▇▇▇▇, as applicable, as set forth herein in connection with such Sale Event and (ii) each of Madison's and ▇▇▇▇▇▇'▇ allocable portion of any liability related to any such Sale Event shall be equal to the lesser of (A) their respective PRO RATA portions of any amounts actually paid to any indemnified party in connection therewith and (B) the Revised M&A as of the date hereofproceeds received by Madison and ▇▇▇▇▇▇, respectively, in any such Sale Event. (b) The restrictions on Transfers For purposes of Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreement, or anything in this Agreement to the contrary notwithstanding. (c) Upon the approval of a Drag-Along Sale as described in this Section 9.2, each Ordinary Shareholder shall grant to the 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 Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer shall be authorized to transfer the Shares of each Ordinary 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 (including instruments of transfers) on behalf of each Ordinary Shareholder. (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2.3.6:

Drag Along. (a) If the holders of at any time after the date hereof there shall be: least seventy-five percent (i75%) an offer by a Person that is not an Affiliate of any party hereof to purchase all the Shares in (calculated on an as-converted basis) (collectively, the Company; (ii“Drag Holders”) and a merger or consolidation majority of the Company with or into another corporation in which the Company is not the surviving entity but the Shares of the Company outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; or (iii) Board approve a sale or transfer of all or substantially all the Company’s properties and assets to any other person, in each caseTrade Sale, which is a transaction at arm’s length for an aggregate consideration implied valuation of the Group Companies of not less than US$300 million3,400,000,000 (such Trade Sale pursuant to this Section 10.2, a “Drag-Along Sale”), at the request of the Drag Holders, then each remaining Shareholder shall sell, transfer, convey or assign its Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2, on a “Dragpro-Along Sale”) rata basis pursuant to, and so as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the case may be, except provided that (i) no remaining shareholder that is an Investor shall be required to make any representation, covenant or warranty to the purchaser(s) in connection with the Group Company or the Drag- Along Sale other than such shareholder’s ownership and authority to sell and the ability to convey title, free of liens, claims and encumbrances; and (ii) where any consideration to be received by the Investors consists of items other than cash, cash-equivalent or publicly tradable securities with sufficient market, the consent of the Preferred Majority shall be obtained with respect to the form of consideration. In the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtednessii), the Board (including the consent of all Preferred Directors) shall in good faith determine the fair market value of any such securities or property in cashconsideration, provided that any Investor holder of Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares, Series D+ Preferred Shares, Series E Preferred Shares and/or Series E+ 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 consent of all Preferred 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. Up to US$1 million of the The costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 holders of Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereof, unless otherwise agreed by the Preferred Majority. (b) The restrictions on Transfers of Shares set forth in Sections 10.1, 4.2 5 and 5 6 shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreement, or anything in this Agreement to the contrary notwithstanding10.2. (c) Upon Each party hereby irrevocably appoints the approval of a DragCompany as its agent and attorney-Along Sale as described in this Section 9.2, each Ordinary Shareholder shall grant to the CEO or an authorized officer, a in-fact with full power of attorney substitution and re-substitution to transfer their Shares act in the name, place and stead of such holder and its successors and permitted assigns to execute all written instruments that may be necessary to implement and to do and carry out all other necessary or advisable acts to complete the any Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Ordinary Shareholder, provided that the necessary consents required under this Section 10.2 has been obtained. The CEO or Company shall promptly provide each party with a copy of such written instruments. The grant of authority to the attorney under this Section 10.2 is coupled with an authorized officer interest and shall be authorized to transfer irrevocable and shall survive the Shares bankruptcy or liquidation of each Ordinary 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 (including instruments of transfers) on behalf of each Ordinary Shareholdersuch party. (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2.

Drag Along. (a) If at At any time after the expiry of the 60th month from the date hereof there hereof, if the Company shall be: not have undergone an IPO or Sale of the Company, and (i) an offer by the holders of a Person that is not an Affiliate majority of any party hereof to purchase all the Shares in the Company; Series A Shares, and (ii) the holders of a merger or consolidation 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 with or into another corporation in which (collectively, the Company is not the surviving entity but the Shares “Initiating Sellers”) approve a Sale of the Company outstanding immediately prior (in either case an “Approved Sale”), at the request of the Initiating Sellers, each Shareholder shall approve, consent to and raise no objections to the merger are converted by virtue Approved Sale, and if the Approved Sale is structured as a sale of the merger into other propertyissued and outstanding capital stock of the Company (whether by merger, whether in the form recapitalization, consolidation or sale or Transfer of securities, cash, shares or otherwise; or (iii) a sale or transfer of all or substantially all the Company’s properties and assets to any other person, in each case, which is a transaction at arm’s length for an aggregate consideration of not less than US$300 million), then each Shareholder shall sellwaive any dissenter’s rights, transfer, convey appraisal rights or assign similar rights in connection with such Sale of the Company and each Shareholder shall agree to sell its Shares (such sale, transfer, conveyance or assignment 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 Section 9.2provision but the holders of a majority of the Ordinary Shares do not so approve, a “Drag-Along 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. Each Shareholder shall take all necessary and desirable actions in connection with the consummation of the Approved Sale”) pursuant to, including executing such agreements and so instruments and taking such other actions as may be reasonably necessary to give effect toprovide the representations, such offer to purchasewarranties, merger or consolidationindemnities, sale or transfercovenants, conditions, escrow agreements and other provisions and agreements, as the case may be, except in required for the case consummation of Intel (Cayman) 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 Intel (Delaware), which are parties proxy to a Buy-Out Agreement the Initiating Sellers or an assignee or designee of such Initiating Sellers to take all necessary actions and shall execute and deliver all documents deemed by such Person to be subject reasonably necessary to effectuate the terms of such buy-out agreement substantially in the form attached hereto as Exhibit C this Section 5.9. Subject to clause (a “Buy-Out Agreement”). If the consideration offered is payable in securities or property other than cash (or evidence c) of cash indebtedness)this Section 5.9, the Board shall in good faith determine the fair market value of any such securities or property in cash, provided that any Investor 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 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. Up to US$1 million of the costs of appointing the valuer shall be borne solely by the challenging Investor, and any amount of such costs in excess of US$1 million shall be borne equally by the challenging Investor and 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 Series A Preferred Shares or Series B Preferred Shares or Series C 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 Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth herein and in the Revised M&A as of the date hereof. (b) The restrictions on Transfers of Shares set forth in Sections 10.15.1, 4.2 5.2, 5.3, 5.4 and 5 5.8 shall not apply in connection with a sale pursuant to this Section 9.2 and any Buy-Out Agreementan Approved Sale, or notwithstanding anything in this Agreement to the contrary notwithstandingin this Agreement. (cb) Upon The Initiating Sellers shall deliver written notice to each other Shareholder setting forth in reasonable detail the approval terms (including price, time and form of a payment) of any Approved Sale (the “Drag-Along Sale as described in this Section 9.2, each Ordinary Shareholder shall grant to the CEO or an authorized officer, a power Notice”). Within 15 days following receipt of attorney to transfer their Shares and to do and carry out all other necessary or advisable acts to complete the Drag-Along SaleNotice, 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, without limitationwaiving all dissenter’s and similar rights) and (ii) if the Approved Sale is structured as a sale of capital stock, executing any to sell its Shares on the terms and all documents conditions set forth in the Drag Notice, including delivery of certificates representing such Shareholder’s Shares (including duly endorsed for transfer or accompanied by executed stock powers or transfer instruments of transfer) on behalf of such Ordinary Shareholder. The CEO or an authorized officer shall be authorized to transfer the Shares of each Ordinary 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 (including instruments of transfers) on behalf of each Ordinary Shareholdertherefor). (d) For the avoidance of doubt, any assignee or transferee who acquires any Share from Intel (Cayman) or Intel (Delaware) shall be bound by this Section 9.2 as if they were an Investor hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or Intel (Delaware) in this Section 9.2.