Common use of Drag Along Clause in Contracts

Drag Along. 9.1. So long as the Company has not consummated a Qualified IPO within sixty (60) months after the Closing, if (i) the Approving Shareholders vote in favor of or otherwise consent in writing to sell or transfer all or substantially all of the shares, assets or business of the Company in any transaction or a series of transactions that would qualify as a Liquidation Event (a “Change of Control”) with the amount of gross proceeds derived therefrom of at least USD125,000,000 and (ii) if such transaction values the Company or the relevant assets or business of the Company at a valuation below USD300,000,000, it has been approved by Xxxxxxx Education Asia Limited (for so long as it has not transferred any Series C Preferred Shares purchased by it under the Series C Share Purchase Agreement), then the Company shall promptly notify each of the remaining shareholders of the Company (the “Remaining Shareholders” and each a “Remaining Shareholder”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Shareholders) in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders (and if applicable, Xxxxxxx Education Asia Limited), provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including without any limitation, in order to reflect any liquidation preference of the Preferred Shares and participation rights of the Preferred Shares). The “Approving Shareholders” shall mean the all of (i) holders of at least two-thirds (2/3) of the then issued and outstanding Series A+ Preferred Shares and the outstanding Series A Preferred Shares voting together as a separate class on an as-converted basis; (ii) holders of at least two-thirds (2/3) of the then issued and outstanding Series B Preferred Shares voting as a separate class on an as-converted basis; and (iii) holders of at least fifty percent (50%) of the then issued and outstanding Series C Preferred Shares voting as a separate class on an as-converted basis.

Drag Along. 9.1. So long as the Company has not consummated a Qualified IPO within sixty 8.1 If at any time that is thirty-six (6036) months after the ClosingMay 27, if (i) 2015, the Approving Shareholders Parties (as defined below) vote in favor of or otherwise consent in writing to sell or transfer all or substantially all of the shares, assets or business of the Company in any transaction or a series of transactions that would qualify as a Liquidation Event and with the gross proceeds derived from such transactions being equal to or greater than US$1,000,000,000 (a “Change of Control”) with the amount of gross proceeds derived therefrom of at least USD125,000,000 and (ii) if such transaction values the Company or the relevant assets or business of the Company at a valuation below USD300,000,000, it has been approved by Xxxxxxx Education Asia Limited (for so long as it has not transferred any Series C Preferred Shares purchased by it under the Series C Share Purchase Agreement), then the Company shall promptly notify each of the remaining shareholders of the Company (the “Remaining Shareholders” and each a “Remaining Shareholder”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving ShareholdersParties) in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders (and if applicable, Xxxxxxx Education Asia Limited)Parties, provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including without any limitation, in order to reflect any liquidation preference of the Preferred Shares and participation rights of the Preferred Shares). The For purpose of this Section 8.1, the “Approving ShareholdersParties” shall mean the all of (i) the chief executive officer of the Company, (ii) holders of at least one-second (1/2) of the then outstanding Series B Preferred Shares, (iii) the holders of at least two-thirds (2/3) of the then issued and outstanding Series A+ Preferred Shares and the outstanding Series A Preferred Shares voting together as a separate class on an as-converted basis; (ii) holders of at least two-thirds (2/3) of the then issued and outstanding Series B Preferred Shares Shares, each voting as a separate class on an as-converted basis; and (iii) holders of at least fifty percent (50%) of the then issued and outstanding Series C Preferred Shares voting as a separate class on an as-converted basis.

Drag Along. 9.1. So long as (a) If, on or before October 9, 2012, the Company has not consummated been subject to a Liquidation Event or a Qualified IPO within sixty (60) months after each, a “Liquidity Event”), the Closing, Board shall actively pursue a Liquidity Event if so requested by (i) the Approving Shareholders vote in favor of or otherwise consent in writing to sell or transfer all or substantially all of the shares, assets or business of the Company in any transaction or a series of transactions that would qualify as a Liquidation Event (a “Change of Control”) with the amount of gross proceeds derived therefrom of at least USD125,000,000 and (ii) if such transaction values the Company or the relevant assets or business of the Company at a valuation below USD300,000,000, it has been approved by Xxxxxxx Education Asia Limited (for so long as it has not transferred any Series C Preferred Shares purchased by it under the Series C Share Purchase Agreement), then the Company shall promptly notify each of the remaining shareholders of the Company (the “Remaining Shareholders” and each a “Remaining Shareholder”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Shareholders) in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders (and if applicable, Xxxxxxx Education Asia Limited), provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including without any limitation, in order to reflect any liquidation preference of the Preferred Shares and participation rights of the Preferred Shares). The “Approving Shareholders” shall mean the all of (i) holders of at least two-thirds (2/3) of the then issued and outstanding Series A+ Preferred Shares and the outstanding Series A Preferred Shares voting together as a separate class on an as-converted basis; (ii) holders of at least two-thirds (2/3) of the then issued and outstanding Series B Preferred Shares voting as a separate class on an as-converted basis; and (iii) holders of at least fifty percent (50%) of the then outstanding shares of the Preferred Stock (including the Common Stock issued or issuable upon conversion of the Preferred Stock) or (ii) the holders of a majority of the then outstanding shares of Common Stock. If the Company obtains the requisite approval from (x) the Board and outstanding (y) the Company’s stockholders (as required by Delaware law and the Restated Certificate) for a Liquidity Event, then each Stockholder agrees that such Stockholder shall: (i) vote any and all Voting Securities held by such Stockholder, or as to which such Stockholder has voting power, in favor of the consummation of the proposed Liquidity Event, at any meeting of stockholders of the Company at which such transactions are considered, by proxy or in any written consent of stockholders of the Company relating thereto, (ii) if applicable, tender all shares of Capital Stock held by such Stockholder, or as to which such Stockholder has power of disposition, which are the subject of such proposed Liquidity Event in accordance with the terms of the proposed Liquidity Event, (iii) consent to and raise no objection against the proposed Liquidity Event, (iv) if applicable, waive any dissenters’ rights, preemptive rights, appraisal rights or similar rights, as the case may be, and (v) use its reasonable efforts to take all other actions, including entering into appropriate agreements and other documents, reasonably required in order to effectuate fully the Liquidity Event. (b) Notwithstanding the foregoing, a holder of Series A Preferred will not be required to comply with Section 5.4(a) if the amount of cash proceeds or Liquid Securities per share of Series A Preferred received by such holder upon the Liquidity Event is less than the Series A Liquidation Amount (as such term is defined in the Restated Certificate). Notwithstanding the foregoing, a holder of Series B Preferred will not be required to comply with Section 5.4(a) if the amount of cash proceeds or Liquid Securities per share of Series B Preferred received by such holder upon the Liquidity Event is less than the Series B Liquidation Amount (as such term is defined in the Restated Certificate). Notwithstanding the foregoing, a holder of Series B-1 Preferred will not be required to comply with Section 5.4(a) if the amount of cash proceeds or Liquid Securities per share of Series B-1 Preferred received by such holder upon the Liquidity Event is less than the Series B-1 Liquidation Amount (as such term is defined in the Restated Certificate). Notwithstanding the foregoing, a holder of Series C Preferred Shares voting will not be required to comply with Section 5.4(a) if the amount of cash proceeds or Liquid Securities per share of Series C Preferred received by such holder upon the Liquidity Event is less than the Series C Liquidation Amount (as such term is defined in the Restated Certificate). (c) Notwithstanding the foregoing, a Stockholder will not be required to comply with Section 5.4(a) above in connection with any proposed Liquidation Event (the “Proposed Sale”) unless: (i) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to customary representations and warranties related to authority, ownership and the ability to convey title to such shares of as follows: (A) the Stockholder holds all right, title and interest in and to the shares of Capital Stock such Stockholder purports to hold, free and clear of all liens and encumbrances, (B) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (C) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms, (D) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any material agreement, law or judgment, order or decree of any court or governmental agency, and (E) any other reasonably requested customary representations and warranties for such Stockholders; (ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company on a pro rata basis as described below (except to the extent that funds may be paid out of an escrow established to cover breaches of representations, warranties and covenants of the Company as well as breaches by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of such Stockholder 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 breaches of representations, warranties and covenants of the Company as well as breaches by any stockholder of any of identical representations, warranties and covenants provided by all stockholders, and is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Restated Certificate); (iv) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies to all stockholders on a pro rata basis but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; and (v) the dollar amount of the escrow, if any, in connection with such Proposed Sale is (A) less than or equal to fifteen percent (15%) of the aggregate consideration payable in connection with such Proposed Sale and (B) less than or equal to thirty percent (30%) of the aggregate consideration payable to the equityholders of the Company in connection with such Proposed Sale. (d) The Company shall cause to be included in all instruments (including the Company’s stock incentive plans and all future grants and/or agreements thereunder and all future agreements pursuant to which the Company issues any securities) pursuant to which it issues shares of Capital Stock or other securities, including, without limitation, issuances of restricted stock, stock options, convertible securities and warrants, (i) “drag-along” provisions substantially identical to those provided for in this Section 5.4 and (ii) “market stand-off provisions” substantially identical to those provided for in the Company’s Third Amended and Restated Investor Rights Agreement of even date herewith, by and among the Company and the parties thereto (the “Investor Rights Agreement”). In addition, the Company shall cause each future holder of at least one percent (1%) of the Company’s then outstanding shares of Capital Stock to become a party to this Agreement as a separate class “Restricted Stockholder.” (e) If the Company or the holders of any of the Company’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission under the Securities Act may be available with respect to such negotiation or transaction (including, without limitation, a merger, consolidation or other reorganization), all holders of Voting Securities who are not “accredited investors” (as such term is defined in Rule 501 (or any similar rule then in effect) promulgated by the Securities Exchange Commission under the Securities Act (“Rule 501”) will, at the request of the Company, consent to the appointment of a purchaser representative as defined in Rule 501 on an as-converted basistheir behalf, which purchaser representative shall be acceptable to the Company. The fees and expenses of such purchaser representative shall be paid from the proceeds to be distributed to such holders of Voting Securities.

Drag Along. 9.1. So long (a) If one or more Class A Members elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions more than 50% of the total Class A Membership Interest, pursuant to which each Class A Member receives the consideration in accordance with Section 13.9(d) (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members to the Class B Members, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest held by such Class B Member as the Company percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, the terms and conditions agreed to by the Class B Members shall be substantially the same as the terms and conditions agreed to by such Class A Members. (b) The provisions of Section 13.9(a) shall not apply to any other Permitted Transfer. (c) If the Sale Event has not consummated a Qualified IPO occurred within sixty (6090 Days of the date of the Sale Request, the provisions of Section 13.9(a) months after the Closingapplicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) only if the consideration to be received in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the Approving Shareholders vote in favor of or otherwise consent in writing to sell or transfer all or substantially all of the shares, assets or business deemed value of the Company in any transaction or a series of transactions that would qualify as a Liquidation Event (a “Change of Control”) with implied by the amount of gross proceeds derived therefrom of at least USD125,000,000 price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) if such transaction values the Company or the relevant assets or business resulting relative value of the Company at a valuation below USD300,000,000, it has been approved by Xxxxxxx Education Asia Limited (for so long as it has not transferred any Series C Preferred Shares purchased by it under Sharing Percentage attributable to the Series C Share Purchase Agreement), then the Company shall promptly notify each of the remaining shareholders of the Company (the “Remaining Shareholders” and each a “Remaining Shareholder”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Shareholders) in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders (and if applicable, Xxxxxxx Education Asia Limited), provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including without any limitation, in order to reflect any liquidation preference of the Preferred Shares and participation rights of the Preferred Shares). The “Approving Shareholders” shall mean the all of (i) holders of at least two-thirds (2/3) of the then issued and outstanding Series A+ Preferred Shares and the outstanding Series A Preferred Shares voting together as a separate class on an as-converted basis; (ii) holders of at least two-thirds (2/3) of the then issued and outstanding Series Class B Preferred Shares voting as a separate class on an as-converted basis; and (iii) holders of at least fifty percent (50%) of the then issued and outstanding Series C Preferred Shares voting as a separate class on an as-converted basisMembership Interest.

Drag Along. 9.1. So long as the Company has not consummated a Qualified IPO within sixty (60) months after the Closing, if (i) 8.1 If the Approving Shareholders (as defined below) vote in favor of or otherwise consent in writing to (i) sell or transfer all or substantially all of the shares, assets or business of the Company in any transaction or a series of transactions that would qualify as a transactions, including without limitation any Liquidation Event (a “Change of Control”) with the amount of gross proceeds derived therefrom of at least USD125,000,000 and or (ii) if such a proposed initial public offering or financing transaction values the Company or the relevant assets or business of the Company at a valuation below USD300,000,000, it has been approved by Xxxxxxx Education Asia Limited (for so long as it has not transferred any Series C Preferred Shares purchased by it under the Series C Share Purchase Agreement“Approved Transaction”), then the Company shall promptly notify each of the remaining shareholders of the Company (the “Remaining Shareholders” and each a “Remaining Shareholder”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving ShareholdersShares) in writing of such vote, consent or and/or agreement and the material terms and conditions of such Change of ControlControl or Approved Transaction, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, or 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 capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders (and if applicable, Xxxxxxx Education Asia Limited)Shareholders, provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares, Series A Shares, Series B Shares and the Series C Preferred Shares (including without any limitation, in order to reflect any liquidation preference of the Preferred Shares and participation rights of the Series C Preferred Shares). The For purpose of this Section 8.1, the “Approving Shareholders” shall mean the all approval of (i) the holders of at least two-thirds (2/3) a majority of the then issued and outstanding Ordinary Shares, (ii) the Series A+ Preferred Shares and the outstanding Series A Preferred Shares C Supermajority (voting together separately as a separate single class on an as-converted basis; ), and (iiiii) holders (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 defined below) are not met, the Junior Preferred Majority, or (B) if any Change of Control would result in aggregate Proceeds of at least two-thirds US$130 million, any Approved Transaction that is an initial public offering would qualify as a Qualified IPO, or any Approved Transaction that is a financing transaction (2/3which 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 issued and outstanding Series B Preferred Shares (voting together as a separate single class on an as-converted basis; and (iii) holders of at least fifty percent (50%) ). “Proceeds” shall mean the funds received from a transaction that is distributed or available to be distributed to the shareholders of the then issued and outstanding Series C Preferred Shares voting Company, excluding any contingent or deferred payments (other than payments funded to an escrow or retained as part of a separate class on an as-converted basisholdback).

Drag Along. 9.1. So long as Section 8.1 If prior to the Company has not consummated closing of a Qualified IPO within sixty (60) months after the ClosingIPO, if (i) the Approving Shareholders (as defined below) vote in favor of or otherwise consent in writing to sell or transfer all or substantially all of the shares, assets or business of the Company in any transaction or a series of transactions that would qualify as a Liquidation Event (a “Change of Control”) with the amount of gross proceeds derived therefrom of at least USD125,000,000 and (ii) if such transaction values the Company or the relevant assets or business of the Company at a valuation below USD300,000,000, it has been approved by Xxxxxxx Education Asia Limited (for so long as it has not transferred any Series C Preferred Shares purchased by it under the Series C Share Purchase Agreement), then the Company shall promptly notify each of the remaining shareholders of the Company (the “Remaining Shareholders” and each a “Remaining Shareholder”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Shareholders) in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders (and if applicable, Xxxxxxx Education Asia Limited)Shareholders, provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including without any limitation, in order to reflect any liquidation preference of the Preferred Shares and participation rights of the Preferred Shares). The For purpose of this Article VIII, the “Approving Shareholders” shall mean the all of (i) the holders of at least two-thirds (2/3) of the then issued and outstanding Series A+ Preferred Shares and the outstanding Series A Preferred Shares voting together as a separate class on an as-converted basis; (ii) holders of at least two-thirds (2/3) of the then issued and outstanding Series B Preferred Shares voting as a separate class on an as-converted basis; and (iii) holders of at least more than fifty percent (50%) of the then issued and outstanding Ordinary Shares (excluding any Ordinary Shares converted from Preferred Shares) voting as a separate class, (ii) holders of a majority of the then outstanding Series C A Preferred Shares Shares, voting as a separate class on an as-as converted basis, (iii) holders of a majority of the then outstanding Series B Preferred Shares, voting as a separate class on an as converted basis, and (iv) holders of a majority of the then outstanding Series C Preferred Shares, voting as a separate class on an as converted basis.

Drag Along. 9.1. So (a) If a Trade Sale, whether structured as a merger, reorganization, asset sale, sale of Control of the Company or the Material Group Companies or otherwise (the “Drag-Along Sale”), (x) in which the per share price offered by the proposed buyer is no less than two (2) times the Series F-2 Issue Price, and is approved by (i) the Preferred Majority (which shall include Freesia, for so long as Freesia holds no less than 25,352,171 Series E Preferred Shares, subject to appropriate adjustment in the Company has not consummated event of any share dividend, share split, combination or other similar recapitalization with respect to the Series E Preferred Shares; provided that written approval given by the observer appointed by Freesia with respect hereto shall be deemed as written approval given by Freesia for such purpose) and (ii) the Ordinary Majority at any time after thirty-six (36) months from the Series F Issue Date (as defined in the Restated M&A); or (y) in which the per share price offered by the proposed buyer is no less than two and a half (2.5) times Series F-2 Issue Price (as defined in the Restated M&A) and is approved by the Preferred Majority (which shall include Freesia, for so long as Freesia holds no less than 25,352,171 Series E Preferred Shares, subject to appropriate adjustment in the event of any share dividend, share split, combination or other similar recapitalization with respect to the Series E Preferred Shares; provided that written approval given by the observer appointed by Freesia with respect hereto shall be deemed as written approval given by Freesia for such purpose) if a Qualified IPO has not been consummated within sixty fifty-four (6054) months after the ClosingSeries F Issue Date, if (i) the Approving Dragging Shareholders vote in favor of or otherwise consent in writing to sell or transfer may require all or substantially all of the shares, assets or business of the Company in any transaction or a series of transactions that would qualify as a Liquidation Event (a “Change of Control”) with the amount of gross proceeds derived therefrom of at least USD125,000,000 and (ii) if such transaction values the Company or the relevant assets or business of the Company at a valuation below USD300,000,000, it has been approved by Xxxxxxx Education Asia Limited (for so long as it has not transferred any Series C Preferred Shares purchased by it under the Series C Share Purchase Agreement), then the Company shall promptly notify each of the remaining shareholders other Members of the Company (the “Remaining Dragged Shareholders” ”) to approve such transaction and each a to directly or indirectly sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of in any way (the “Remaining ShareholderTransfer”, including without limitation, each of ) all their interest in the holders of Ordinary Shares and Preferred Shares who are not Approving Shareholders) equity in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Called Shares”) to the proposed buyer (the “Proposed Buyer”) (or as the Proposed Buyer directs) in accordance with the provisions of this Section 9.2 (the “Drag Along InstructionsOption”). (b) The Dragging Shareholders may exercise the Drag Along Option by giving written notice to that effect (the “Drag Along Notice”) at least twenty-five (25) Business Days prior to the Transfer of the Dragging Shareholders’ interest in the equity in the Company (the “Sellers’ Shares”) to the Proposed Buyer. The Drag Along Notice shall specify: (i) that the Dragged Shareholders are required to Transfer all their Called Shares pursuant to this Section 9.2; (ii) the name and address of the Person to whom the Called Shares are to be Transferred; (iii) the amount and the form of consideration payable for the Called Shares; and (iv) the proposed date of the Transfer of the Called Shares and Sellers’ Shares. (c) Once issued, a Drag Along Notice shall be irrevocable. However, a Drag Along Notice shall lapse if, for any reason, the Dragging Shareholders have not Transferred the Sellers’ Shares to the Proposed Buyer on the proposed Transfer date as provided in the Drag Along Notice. The Dragging Shareholders may serve further Drag Along Notices following the lapse of any particular Drag Along Notice. (d) In the event that the Dragging Shareholders approve a Drag-Along Sale, then each Dragged Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company’s securities over which he, she or it otherwise exercises dispositive power: (i) in the event such transaction requires the approval of Members, (A) if the matter is to be brought to a vote all at a general meeting, after receiving proper notice of its voting securities any meeting of Members of the Company to vote on the approval of a Drag-Along Sale, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (B) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor ofof such Drag-Along Sale and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of any Group Company to consummate such Drag-Along Sale; (ii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Drag-Along Sale; (iii) to execute and deliver all related documentation and take such other action necessary to consummate the proposed Drag-Along Sale, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreementsamending the then existing Charter Documents of the Group Company involved in the proposed Drag-Along Sale; and (iv) not to deposit, and certificates of indemnity relating to cause their Affiliates not to deposit, except as provided in the Restated M&A or this Agreement, any voting securities owned by such Dragged Shareholder or its Affiliate in a voting trust or subject any such voting securities to any shares arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in the capital connection with a Drag-Along Sale. (e) Any Transfer of the Company in Called Shares by the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) Dragged Shareholders shall be on the same terms and conditions as were agreed to the proposed Transfer of Sellers’ Shares by the Approving Dragging Shareholders. Upon request of the Dragging Shareholders, the Dragged Shareholders shall be required to make customary and usual representations and warranties in connection with the Transfer of the Called Shares, including, without limitation, as to their ownership and authority to Transfer, free of all Encumbrances of any kind, the Called Shares (provided that with respect to the Dragged Shareholders who are Preferred Shareholders, they shall only be required to make customary representations and if applicablewarranties as to their ownership and authority to Transfer, Xxxxxxx Education Asia Limitedand free of all Encumbrances of any kind, the Called Shares) and shall, without limitation as to time, indemnify and hold harmless, to the full extent permitted by applicable law, the Proposed Buyer against all Losses of whatever nature arising out of, in connection with or related to any breach of any representation or warranty made by, or agreements, understandings or covenants of the Dragged Shareholders as the case may be, under the terms of the agreements relating to such Transfer of the Called Shares; provided that (i) the indemnification liability of the Dragged Shareholders under this Section 9.2 shall be several and not joint; (ii) a Dragged Shareholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Trade 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); (iii) the liability of a Dragged Shareholder shall be limited to such Shareholder’s applicable share (determined based on the respective proceeds payable to such Shareholder in connection with such Trade Sale in accordance with the provisions of the Charter Documents) 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 Shareholder in connection with such Trade Sale, providedexcept with respect to claims related to fraud or willful misconduct by such Shareholder; (iv) no Dragged Shareholder who is a financial investor shall be required in connection with such Trade Sale to agree to any non-customary administrative covenants, howeverincluding, that but not limited to, covenants requiring such Dragged Shareholders not to compete with any party; and (v) such terms and conditions, including with respect to price paid or received per shareEquity Security of the Company, may differ as between different classes of equity securities of the Ordinary Shares Company in accordance with their relative liquidation preferences as set forth in Article 129 of the Restated M&A. The exceptions set forth in this subsection (e)(i) through (e)(v) applicable to Dragged Shareholders shall apply to all financial investors in any Trade Sale regardless of whether the Drag Along Option is exercised. (f) 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 at least a majority of the Preferred Directors in office) shall in good faith determine the fair market value of any such securities or property in cash, provided that any Preferred Shareholder 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 at least the majority of the Preferred Directors in office) and the challenging Parties. The valuer shall prepare a report setting forth the basis of its calculating such fair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. The costs of the valuer shall be borne solely by the Company. The valuer shall act as an expert and not as an arbitrator. If the acquiring party is a privately-held entity and the Preferred Shares (including without any limitationShareholders receive in whole or in part non-publicly traded securities of such acquirer, in order 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 reflect any liquidation preference of the Preferred Shares and participation rights those of the Preferred Shares). The “Approving Shareholders” shall mean the all of (i) holders of at least two-thirds (2/3) , as applicable, as set forth herein as of the then issued and outstanding Series A+ date hereof, unless otherwise agreed by the Preferred Shares and the outstanding Series A Preferred Shares voting together as a separate class on an as-converted basis; Majority. (iig) holders of at least two-thirds (2/3) Completion of the then issued and outstanding Series B Preferred Shares voting as a separate class on an as-converted basis; and (iii) holders of at least fifty percent (50%) Transfer of the then issued Called Shares 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 outstanding Series C Preferred cancel the surrendered share certificates and issue any new share certificates in the name of the Proposed Buyer (or as it may direct) as necessary to consummate the transactions in connection with the exercise by the Dragging Shareholders of the Drag Along Option under this Section 9.2. “Completion Date” means the date proposed for completion of the Transfer of the Sellers’ Shares voting as a separate class on an as-converted basis.unless:

Drag Along. 9.1. So long as (a) If at any time following the Company has not consummated a Qualified IPO within sixty (60) months after the Closingdate hereof, if there shall be: (i) an offer by a Person that is not an Affiliate of any Party hereof to purchase all the Approving Shareholders vote Shares or voting rights in favor the Company; (ii) a merger or consolidation of the Company with or otherwise consent into another corporation in writing which the Company is not the surviving entity but the Shares or voting rights of the Company outstanding immediately prior to sell 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 sharesCompany’s properties and assets to any other Person, assets or business in each case, which is a transaction at arm’s length for an aggregate implied valuation of the Company in any transaction or a series of transactions that would qualify as a Liquidation Event not less than US$870 million, if Mr. XXX Xxxx and the holders representing not less than two thirds (a 2/3) of the then outstanding Preferred Shares (collectively, the “Change of ControlDrag Holders”) with approve such transaction, at the amount of gross proceeds derived therefrom of at least USD125,000,000 and (ii) if such transaction values the Company or the relevant assets or business request of the Company at a valuation below USD300,000,000, it has been approved by Xxxxxxx Education Asia Limited (for so long as it has not transferred any Series C Preferred Shares purchased by it under the Series C Share Purchase Agreement)Drag Holders, then the Company shall promptly notify each of the remaining shareholders of the Company Shareholder (the “Remaining Shareholders” and each a “Remaining ShareholderDragged Holder” and collectively, the “Dragged Holders”) shall sell, including without limitationtransfer, each 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. 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 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. The costs of the holders valuer shall be borne solely by the Company. The valuer shall act as expert and not as an arbitrator. If the acquiring party is a privately-held entity and the Holders of Ordinary Shares and Preferred Shares who receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Preferred Shares, as applicable, as set forth herein as of the date hereof. (b) The restrictions on transfers of Shares set forth in Sections 10.1, 4.2 and 5 shall not Approving Shareholdersapply in connection with a sale pursuant to this Section 9.2, or anything in this Agreement to the contrary notwithstanding. (c) The Drag Holders may exercise the rights under this Section 9.2 by notifying in writing each Dragged Holder of such vote, consent or agreement and the material terms and conditions of such Change proposed Drag-Along Sale at least twenty (20) days prior to the transfer of Control, whereupon each Remaining Shareholder their Shares to the acquiring party. (d) Any transfer of Shares by the Dragged Holders shall be 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 accordance with instructions received from the Company (the “Drag Along Instructions”), vote all Register of its voting securities Members of the Company in favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original and cancel the surrendered share certificates and issue any new share certificates in the name of the acquiring party (or as it may direct) as necessary to consummate the 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 transfercompletion of the transfer of the Drag Holders’ Shares unless otherwise provided in the Revised M&A. On the Completion Date, signing and delivering the Dragged Holders shall deliver executed share transfer certificatesforms for the Shares, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced together with the relevant share certificatecertificates (or a suitable indemnity for any lost share certificates) on to the same terms and conditions as were agreed to by the Approving Shareholders (and if applicableacquiring party, Xxxxxxx Education Asia Limited), provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including without any limitation, in order to reflect any liquidation preference of acquiring party shall pay the Preferred Shares and participation rights of the Preferred consideration due for their Shares). The “Approving Shareholders” shall mean the all of (i) holders of at least two-thirds (2/3) of the then issued and outstanding Series A+ Preferred Shares and the outstanding Series A Preferred Shares voting together as a separate class on an as-converted basis; (ii) holders of at least two-thirds (2/3) of the then issued and outstanding Series B Preferred Shares voting as a separate class on an as-converted basis; and (iii) holders of at least fifty percent (50%) of the then issued and outstanding Series C Preferred Shares voting as a separate class on an as-converted basis.

Drag Along. 9.1. So long as (a) At any time prior to the Company has not consummated consummation of a Qualified IPO within sixty (60) months after the Closing, if (i) the Approving Shareholders vote in favor or a Disposition by CEC and its Affiliates of or otherwise consent in writing to sell or transfer all or substantially all of the shares, assets or business of the Company its Class A Units in any one transaction or a series of transactions that would qualify as a Liquidation Event related transactions, CEC may elect, by at least fifteen (15) days written notice to the Board of Managers (a “Change Company Sale Notice”), to cause (i) all Unitholders to consummate a Disposition to any Person of Controlall 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 amount Company or Board of gross proceeds derived therefrom Managers to take) all steps reasonably necessary to carry out (x) a sale of at least USD125,000,000 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 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 notify 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) if cause its designated Managers to take such transaction values 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 relevant Company, making its properties, books and records, and other assets reasonably available for inspection by such potential acquirors or business 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 at a valuation below USD300,000,000and subject to the terms of any Grant Letter or other agreement between the Company and such Member, it has been approved 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 Xxxxxxx Education Asia Limited (for so long as it has not transferred CEC. In connection with any Series C Preferred Shares purchased by it under Approved IPO, CEC, the Series C Share Purchase Agreement), then Class B Unitholders and the Company shall promptly notify each 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 remaining shareholders of Unitholders to participate in any Company Sale or Approved IPO is subject to the Company following conditions: (i) the “Remaining Shareholders” and each a “Remaining Shareholder”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Shareholders) in writing of such vote, consent or agreement and the material terms and conditions of such Change Company Sale shall be the same for all Unitholders and upon the consummation of Controlsuch Company Sale, whereupon each Remaining Shareholder shallall of the Unitholders participating therein will receive the same form of consideration, the amount of consideration shall be allocated in accordance with instructions received Section 5.1, and no Unitholder or any of its Affiliates will receive any payment or other consideration of any nature whatsoever from the transferee in connection with or arising from such Company Sale or Approved IPO other than the consideration allocated to the Unitholders in accordance with Section 5.1; (ii) in connection with any Approved IPO in which the “Drag Along Instructions”)Company acts as issuer, vote all each holder of its voting 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 favor ofthe Approved IPO (less the reasonably estimated expenses of such Approved IPO to such equity holders), otherwise consent in writing to, or otherwise sell or transfer plus (2) the aggregate Pre-IPO Value that such holder would have received if all of their shares 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 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 distribution assuming that the capital 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 event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders (and if applicable, Xxxxxxx Education Asia Limited), Pre-IPO Value; provided, however, that such terms and conditions, including the securities issued in the Approved IPO with respect to price paid 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 received per sharenone, then the Board may differ between elect to have such Class B Units canceled for no consideration. For the Ordinary Shares and the Preferred Shares (including without any limitationsake of clarity, CEC may elect in order to reflect any liquidation preference connection with a proposed Approved IPO where a subsidiary of the Preferred Shares and participation rights of Company or another entity that is not the Preferred Shares). The “Approving Shareholders” shall mean Company or its successor is the all of (i) holders of at least two-thirds (2/3) of issuer in such Approved IPO to not cause the then issued and outstanding Series A+ Preferred Shares and foregoing exchange in connection therewith and, to the outstanding Series A Preferred Shares voting together as a separate class on extent such exchange does not occur, this Agreement will continue in effect after an as-converted basis; (ii) holders of at least two-thirds (2/3) of the then issued and outstanding Series B Preferred Shares voting as a separate class on an as-converted basis; and Approved IPO in accordance with its terms; (iii) holders in connection with any Company Sale or Approved IPO, no Unitholder other than CEC shall be (A) required to make any representations and warranties other than representations and warranties solely with respect to such Unitholder, (B) liable for any indemnification obligations to any potential purchaser or underwriter in respect of at least fifty percent (50%) such representations on a joint, rather than several, basis, and in no event with respect to an amount in excess of the then issued net cash proceeds paid to such Unitholder in such transaction, and outstanding Series C Preferred Shares voting as (C) subject to any escrow, holdback or similar arrangement relating to such transaction other than on a separate class on pro rata basis with CEC and, in no event with respect to an as-converted basisamount in excess of the net cash process paid to such Unitholder in such transaction; (iv) no Unitholder shall be required to take any action in connection with 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 clause (v) below); and (v) the Company shall be obligated to pay any expenses incurred by the 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 accountants’ fees.

Drag Along. 9.18.1. So long as In the Company has not consummated a Qualified IPO within sixty (60) months after the Closing, if event that (i) the holders of at least [***] percent ([***]%) of the outstanding Ordinary Shares (on an as-converted basis) (the “Approving Shareholders vote Shareholders”); and (ii) the Board of Directors approve in favor of or otherwise consent in writing writing, to sell or transfer all the shares or substantially all assets of the shares, assets or business of the any Group Company in any transaction or a series of related transactions that would qualify as a Liquidation Event Event, to a bona fide third party, or a group of bona fide related parties (a the “Change of Control”) with the amount of gross proceeds derived therefrom of at least USD125,000,000 and (ii) if such transaction values the Company or the relevant assets or business of the Company at a valuation below USD300,000,000, it has been approved by Xxxxxxx Education Asia Limited (for so long as it has not transferred any Series C Preferred Shares purchased by it under the Series C Share Purchase Agreement), then the Company shall promptly notify each of the remaining shareholders of the Company (the “Remaining Shareholders” and each a “Remaining Shareholder”, including without limitation, each of the holders of Ordinary Shares and Series A Preferred Shares who are not Approving ShareholdersShares) in writing of such vote, consent or and/or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, or 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 share capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders Shareholders. 8.2. Notwithstanding the foregoing, a Remaining Shareholder will not be required to comply with Section 8.1 above in connection with any proposed Change of Control, unless the liability for indemnification, if any, of such Remaining Shareholder in the Change of Control and for the inaccuracy of any representations and warranties made by the Company and/or its shareholders in connection with such Change of Control, is several and not joint with any other Person, and is proportionate to, and does not exceed, the amount of consideration paid to such Remaining Shareholder in connection with such Change of Control. 8.3. In furtherance of the foregoing, the Company is hereby expressly authorized by each Remaining Shareholder to take any or all of the following actions on such Remaining Shareholder’s behalf (and if applicable, Xxxxxxx Education Asia Limitedwithout receipt of any further consent by such Remaining Shareholder), providedprovided such Remaining Shareholder fails to take necessary actions as required under the Drag Along Instructions, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including without any limitation, in order to reflect any liquidation preference of the Preferred Shares and participation rights of the Preferred Shares). The “Approving Shareholders” shall mean the all of to: (i) holders of at least two-thirds (2/3) vote all of the then issued voting securities of such Remaining Shareholder in favor of any such Change of Control and outstanding Series A+ Preferred Shares and cause the outstanding Series A Preferred Shares voting together as a separate class on an as-converted basisdirector(s) appointed by such Remaining Shareholder to vote in favor of any such Change of Control; (ii) holders otherwise consent on such Remaining Shareholder’s behalf to such Change of at least two-thirds (2/3) of the then issued and outstanding Series B Preferred Shares voting as a separate class on an as-converted basisControl; and (iii) holders sell all of at least fifty percent such Remaining Shareholder’s shares in such Change of Control, in accordance with the terms and conditions of this Section; and/or (50%iv) act as the Remaining Shareholder’s attorney in fact in relation to any such Change of Control and have the full authority to sign and deliver, on behalf of such Remaining Shareholder, share transfer certificates, share sale or exchange agreements and certificates of indemnity relating to any shares in the share capital of the then issued Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate. Notwithstanding anything to the contrary in the Shareholders Agreement, none of the transfer restrictions set forth in the Shareholders Agreement shall apply in connection with such Change of Control. 8.4. Upon written notice to the Company from the Approving Shareholders, the Company shall initiate a process intended to result in a Change of Control and outstanding Series C Preferred Shares voting as shall cause its officers, employees, consultants, counsel and advisors to take all necessary and appropriate actions to facilitate a separate class on an as-converted basisChange of Control.

Drag Along. 9.1. So long as (a) 21 applies. (b) If the Company has not consummated a Qualified IPO within sixty Buyer desires to exercise its Drag-Along Rights, it shall give written notice to the other Stockholder (60"Drag-Along Notice") months after the Closing, if (i) the Approving Shareholders vote in favor of or otherwise consent in writing to sell or transfer all or substantially all of the shares, assets or business of the Company in any Sale, setting forth the name and address of the transferee, the date on which such transaction or a series of transactions that would qualify as a Liquidation Event is proposed to be consummated (a “Change of Control”) with which shall be not less than 30 days after the date such Drag-Along Notice is given), and the proposed amount of gross proceeds derived therefrom of at least USD125,000,000 cash consideration and (ii) if such transaction values the Company or the relevant assets or business of the Company at a valuation below USD300,000,000, it has been approved by Xxxxxxx Education Asia Limited (for so long as it has not transferred any Series C Preferred Shares purchased by it under the Series C Share Purchase Agreement), then the Company shall promptly notify each of the remaining shareholders of the Company (the “Remaining Shareholders” and each a “Remaining Shareholder”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Shareholders) in writing of such vote, consent or agreement and the material terms and conditions of payment offered by such Change transferee. (c) The obligations of Controlthe Stockholders in respect of a Company Sale under this Section 8.2 are subject to the satisfaction of the following conditions: (i) subject to (v) below, whereupon each Remaining Shareholder shall, in accordance with instructions received from upon the Company (the “Drag Along Instructions”), vote all of its voting securities consummation of the Company Sale, consideration of equivalent value in favor of, otherwise consent in writing to, cash or otherwise sell or transfer all of their shares in Cash Equivalents realized upon such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders (and if applicable, Xxxxxxx Education Asia Limited), provided, however, that such terms and conditions, including with respect to price Sale shall be paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including without any limitation, distributed in order to reflect any liquidation preference respect of the Preferred Shares and participation rights each share of the Preferred Shares). The “Approving Shareholders” shall mean the all of (i) holders of at least two-thirds (2/3) of the Common Stock then issued and outstanding Series A+ Preferred Shares and the outstanding Series A Preferred Shares voting together as a separate class on an as-converted basisoutstanding; (ii) holders each holder of at least two-thirds (2/3) 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 then issued Company Sale and outstanding Series B Preferred Shares voting thereby to participate in such sale as a separate class on an as-converted basisholder of such Common Stock; (iii) there shall be no liability of NRG for indemnification in respect of any matters arising pursuant to or in connection with the Company Sale, other 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, business, 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 (iiivi) holders of at least fifty percent (50%) of NRG shall be given a reasonable opportunity to review and provide comments to the then issued and outstanding Series C Preferred Shares voting as a separate class on an as-converted basisagreements or documents relating to the Company Sale.