Common use of Drag Along Clause in Contracts

Drag Along. (a) If (i) POI Acquisition (for purposes of this Section 4.3, the “Selling Stockholder”) receives a bona fide offer from any third party who is not an Affiliate of either the Company or POI Acquisition to purchase (including a purchase by merger, consolidation or similar transaction) 100% of the Common Shares owned by the Selling Stockholder at such time, (ii) at least 90% of the fair market value of the consideration to be received by the Selling Stockholder in such offer is in the form of cash, Cash Equivalents or Marketable Securities and (iii) such offer is accepted by the Selling Stockholder, then QDRF (for purposes of this Section 4.3, the “Other Stockholder”) hereby agrees that, if requested by the Selling Stockholder, it will transfer to such purchaser, subject to Section 4.3(b), on the terms of the offer so accepted by the Selling Stockholder, including time of payment, form of consideration and adjustments to purchase price, all of its Common Shares. (b) The Selling Stockholder will give notice (the “Drag-Along Notice”) to the Other Stockholder of any proposed transfer giving rise to the rights of the Selling Stockholder set forth in Section 4.3(a) (a “Drag-Along Sale”) not more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement relating to the Drag-Along Sale and, in any event, no later than 20 days prior to the closing date for such Drag-Along Sale. The Drag-Along Notice will set forth the number of Common Shares proposed to be so transferred, the name of the purchaser, the proposed amount and form of consideration, the number of Common Shares sought and the other terms and conditions of the offer. The Other Stockholder shall make the same representations, warranties, covenants, indemnities and agreements as the Selling Stockholder makes in connection with the Drag-Along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Stockholder, the Other Stockholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Selling Stockholder and the Other Stockholder severally and not jointly and provided further that in the event that at the time of execution of the definitive agreement relating to such Drag-Along Sale the Other Stockholder no longer retains the right to designate the QDRF Designee pursuant to Section 2.1(a), the Other Stockholder shall be required only to make representations, warranties, covenants, indemnities and agreements pertaining specifically to itself consistent with the representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Stockholder. The Other Stockholder will be responsible for funding its proportionate share of any escrow arrangements in connection with the Drag-Along Sale and for its proportionate share of any withdrawals therefrom. The Other Stockholder also will be responsible for its proportionate share of any fees, commissions, adjustments to purchase price and expenses in connection with the of the Drag-Along Sale. If the Drag-Along Sale is not consummated within 90 days from the date of the Drag-Along Notice (subject to extension to obtain any necessary regulatory approvals), the Selling Stockholder(s) must deliver another Drag-Along Notice in order to exercise their rights under this Section 4.3 with respect to such Drag-Along Sale.

Drag Along. At any time prior to the time the Principal Stockholders cease to own less than forty (a40%) If (i) POI Acquisition (for purposes percent of this Section 4.3the issued and outstanding shares of Common Stock of the Corporation, the “Selling Stockholder”Principal Stockholders may, if they elect (the "Drag Along Election") receives at any time during such period to sell all of their shares of Common Stock to a bona fide offer from any third third-party who is purchaser not an Affiliate related to, controlled by or under common control with the Principal Stockholders, cause a sale of either the Company or POI Acquisition to purchase (including a purchase by merger, consolidation or similar transaction) 100% all of the then issued and outstanding shares of Common Shares Stock of the Corporation owned by the Selling Other Stockholder at to be made to such timethird-party purchaser in an arm's-length transaction for cash and/or registered, (ii) at least 90% freely marketable securities. Any such sale of all of the fair market value issued and outstanding shares of the consideration to be received Corporation held by the Selling Other Stockholder in such offer is in the form of cash, Cash Equivalents or Marketable Securities and (iii) such offer is accepted by the Selling Stockholder, then QDRF (for purposes of this Section 4.3, the “Other Stockholder”) hereby agrees that, if requested by the Selling Stockholder, it will transfer to such purchaser, subject to Section 4.3(b), must be made on the same terms of the offer so accepted by the Selling Stockholderand conditions, including time of paymentthe price per share, form of consideration and adjustments upon which the Principal Stockholders have agreed to purchase price, sell all of its their shares of Common Shares. (b) Stock to the third-party purchaser. The Selling Stockholder will give Principal Stockholders can trigger a Drag Along Election by providing a written notice of such election (the “Drag-"Drag Along Notice”") to the Other Stockholder of any proposed transfer giving rise Stockholder, such Drag Along Notice to include the price per share being paid to the rights of the Selling Stockholder set forth in Section 4.3(a) (a “DragPrincipal Stockholders by such third-Along Sale”) not more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement relating to the Drag-Along Sale and, in any event, no later than 20 days prior to the closing date for such Drag-Along Sale. The Drag-Along Notice will set forth the number of Common Shares proposed to be so transferred, the name of the purchaser, the proposed amount and form of consideration, the number of Common Shares sought party purchaser and the other material terms and conditions of such sale. Upon the offer. The Other Stockholder shall make the same representations, warranties, covenants, indemnities and agreements as the Selling Stockholder makes in connection with the Drag-Stockholder's receipt of a Drag Along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling StockholderNotice, the Other Stockholder shall make fully cooperate with the comparable representationsPrincipal Stockholders and shall take all actions and steps to effect such sale as the Principal Stockholders may deem necessary, warrantiesdesirable or appropriate, covenantsincluding, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Selling Stockholder and the Other Stockholder severally and not jointly and provided further that in the event that at the time of execution of the definitive agreement relating to such Drag-Along Sale the Other Stockholder no longer retains the right to designate the QDRF Designee pursuant to Section 2.1(a)without limitation, the Other Stockholder shall be required only to make representations, warranties, covenants, indemnities and agreements pertaining specifically to itself consistent with the representations, warranties, covenants, indemnities and agreements pertaining specifically prompt delivery to the Selling Stockholder. The Other Stockholder will be responsible for funding its proportionate share Principal Stockholders of any escrow arrangements in connection with the Drag-Along Sale and for its proportionate share of any withdrawals therefrom. The Other Stockholder also will be responsible for its proportionate share of any fees, commissions, adjustments to purchase price and expenses in connection with the of the Drag-Along Sale. If the Drag-Along Sale is not consummated within 90 days from the date of the Drag-Along Notice (subject to extension to obtain any necessary regulatory approvals), the Selling Stockholder(s) must deliver another Drag-Along Notice in order to exercise their rights under this Section 4.3 duly endorsed stock powers with respect to all of the shares of Common Stock at such Drag-Along Saletime owned by the Other Stockholder.

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

Drag Along. If TPG agrees at any time to Transfer, in any single or series of related transactions, at least eighty percent (a80%) If of the aggregate Purchase Price Value of the Investor Shares then held by TPG and its Affiliates to a non-affiliated third party (i) POI Acquisition (for purposes of this Section 4.3a “Drag-Along Transfer” and such purchaser, the “Selling StockholderDrag-Along Buyer”) receives a bona fide offer from any third party who is not an Affiliate of either for cash and/or Marketable Securities, TPG may exercise drag-along rights with respect to all Managers in accordance with the Company or POI Acquisition to purchase (including a purchase by mergerterms, consolidation or similar transaction) 100% of the Common Shares owned by the Selling Stockholder at such time, (ii) at least 90% of the fair market value of the consideration to be received by the Selling Stockholder in such offer is in the form of cash, Cash Equivalents or Marketable Securities conditions and (iii) such offer is accepted by the Selling Stockholder, then QDRF (for purposes of this Section 4.3, the “Other Stockholder”) hereby agrees that, if requested by the Selling Stockholder, it will transfer to such purchaser, subject to Section 4.3(b), on the terms of the offer so accepted by the Selling Stockholder, including time of payment, form of consideration and adjustments to purchase price, all of its Common Sharesprocedures set forth herein. (b) The Selling Stockholder will 4.3.1. TPG shall promptly give notice (the a “Drag-Along Notice”) to each Manager (the Other Stockholder of any proposed transfer giving rise to the rights of the Selling Stockholder set forth in Section 4.3(a) (a “Drag-Along SaleStockholders”) not more than 10 days after of any election by TPG to exercise its drag-along rights under this Section 4.3, setting forth the execution name and delivery by all address of the parties thereto Transferee, the total number and class of the definitive agreement relating to the Drag-Along Sale and, in any event, no later than 20 days prior to the closing date for such Drag-Along Sale. The Drag-Along Notice will set forth the number of Common Investor Shares proposed to be so transferred, the name of the purchaserTransferred by TPG and its Affiliates, the proposed amount per share and form of consideration, the number consideration for each such class of Common Investor Shares sought and the all other material terms and conditions of the offerDrag-Along Transfer. The Other Such notice shall also specify the number and class of Company Shares such Drag-Along Stockholders shall be required to Transfer, up to such Drag-Along Stockholders’ Pro Rata Portion for each applicable class of Company Shares; provided that the portion of Company Shares of a class with respect to each Drag-Along Stockholder is the same relative proportion for all Drag-Along Stockholders. Any Transfer of Company Shares by a Drag-Along Stockholder pursuant to the terms hereof shall be at the same per share purchase price for each class of Company Shares sold by TPG and its Affiliates and specified in the Drag-Along Notice and each Drag-Along Stockholder shall make receive the same relative proportion of cash and Marketable Securities. 4.3.2. Each Drag-Along Stockholder agrees, severally and not jointly, to (i) make individual representations, warranties, covenants, indemnities and other agreements solely as to the Selling Stockholder makes title to, and the absence of any Adverse Claims with respect to, its Company Shares and the power, authority and legal right to Transfer such Company Shares, (ii) execute and deliver agreements, covenants and indemnities as made by TPG in connection with the Drag-Along Sale Transfer (other than any non-competition, non-solicitation or other non-financial agreements or covenants that would bind such Drag-Along Stockholder or its Affiliates without the prior written consent of such Drag-Along Stockholder), (iii) agree to, except that as provided in the case of preceding subclause (ii), the same terms and conditions to the Transfer as TPG agrees, (iv) not demand or exercise appraisal or dissenters rights under any applicable business corporation or other law with respect to a transaction subject to this Section 4.3 as to which such appraisal rights are available and (v) be liable as to all representations, warranties, covenants, indemnities and other agreements pertaining specifically being made, agreed to or delivered by the Selling StockholderCompany or any of its subsidiaries, or in respect of the Other Stockholder shall make Company or any of its subsidiaries or their respective businesses, in connection with such transaction (other than the comparable individual representations, warranties, covenants, indemnities and other agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Selling Stockholder and the Other Stockholder severally and not jointly and provided further that in the event that at the time of execution of the definitive agreement relating type set forth in subclause (i)), in each case to the same extent as TPG but pro rata based on the relative proceeds to be received by each of them from the sale of the shares of Common Stock Transferred by each of them. Notwithstanding the foregoing, the aggregate amount of liability for TPG and such Drag-Along Sale Stockholders shall not in any event exceed the Other Stockholder no longer retains the right to designate the QDRF Designee pursuant to Section 2.1(a), the Other Stockholder shall be required only to make representations, warranties, covenants, indemnities and agreements pertaining specifically to itself consistent with the representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Stockholder. The Other Stockholder will be responsible for funding its proportionate share of any escrow arrangements in connection with the Drag-Along Sale and for its proportionate share of any withdrawals therefrom. The Other Stockholder also will be responsible for its proportionate share of any fees, commissions, adjustments to purchase price and expenses in connection with the U.S. dollar value of the Drag-Along Sale. If the Drag-Along Sale is not consummated within 90 days from the date of the Drag-Along Notice (subject to extension to obtain any necessary regulatory approvals), the Selling Stockholder(s) must deliver another Drag-Along Notice in order to exercise their rights under this Section 4.3 with respect to net proceeds received by TPG and such Drag-Along SaleStockholders, respectively. 4.3.3. In the event that any such Transfer is structured as a merger, consolidation, or similar business combination, each Drag-Along Stockholder agrees to (i) vote in favor of the transaction, (ii) take such other action as may be required to effect such transaction. 4.3.4. Solely for purposes of Section 4.3.3(i) and in order to secure the performance of each Manager’s obligations under Section 4.3.3(i), each Manager hereby irrevocably appoints TPG (or a designee thereof) the attorney-in-fact and proxy of such Manager (with full power of substitution) to vote or provide a written consent with respect to its Company Shares as described in this paragraph if, and only in the event that, such Manager fails to vote or provide a written consent with respect to its Company Shares in accordance with the terms of Section 4.3.3(i) (each such Manager, a “Breaching Drag-Along Stockholder”) within three (3) days of a request for such vote or written consent. Upon such failure, the TPG (or a designee thereof) shall have and is hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Drag-Along Stockholder’s Company Shares for the purposes of taking the actions required by Section 4.3.3(i). Each Manager intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each Manager will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by it with respect to the matters set forth in Section 4.3.3(i) with respect to the Company Shares owned by such Manager. Notwithstanding the foregoing, the conditional proxy granted by this Section 4.3.4 shall be deemed to be revoked upon the termination of this Section 4.3 in accordance with its terms.

Drag Along. Subject to compliance first with the provisions of Part 2 of Schedule 4, if, at any time a Shareholder (a) If (i) POI Acquisition (for purposes of this Section 4.3, the “Selling StockholderInitial Seller”) receives a bona fide an offer from any a third party who is not an Affiliate of either the Company or POI Acquisition purchaser to purchase such number of Company shares as represent one hundred per cent (including a purchase by merger, consolidation or similar transaction100%) 100% of the Common Shares owned by issued shares at the Selling Stockholder at such time, (ii) at least 90% of the fair market value of the consideration to be received by the Selling Stockholder in such offer is in the form of cash, Cash Equivalents price equal or Marketable Securities and (iii) such offer is accepted by the Selling Stockholder, then QDRF (for purposes of this Section 4.3exceeding [●], the “Other Stockholder”) hereby agrees that, if requested by the Selling Stockholder, it will transfer to such purchaser, subject to Section 4.3(b), on the terms of the offer so accepted by the Selling Stockholder, including time of payment, form of consideration and adjustments to purchase price, all of its Common Shares. (b) The Selling Stockholder will give Initial Seller may deliver a written notice (the “Drag-Along Drag Notice”) to the Other Stockholder other Shareholders notifying each of any them about the proposed transfer giving rise purchase and the terms thereof, and requiring such other Shareholders (the “Dragged Shareholders”) to sell such number of their respective shares as is specified in the Drag Notice (the “Drag Shares”) to the rights third party purchaser on identical terms, provided that: the terms and conditions applying to the sale of the Selling Stockholder Drag Shares by each of the Dragged Shareholders and the Company shares held by Initial Seller are set forth out in Section 4.3(a) (reasonable detail in the Drag Notice; the terms and conditions applying to the sale of the Drag Shares by each of the Dragged Shareholders shall be no less favourable than the terms and conditions applying to the sale of the Company shares held by the Initial Seller. If a “Drag-Along Sale”) not more than 10 days after Drag Notice is served, the execution Dragged Shareholders shall be bound to proceed with the sale of the Drag Shares on the terms and delivery by subject to the conditions notified in the Drag Notice. No Shareholder shall complete any sale of the Company shares to the third party purchaser unless the third party purchaser completes the purchase of all of the parties thereto of the definitive agreement relating to the Drag-Along Sale and, in any event, no later than 20 days prior to the closing date for such Drag-Along Sale. The Drag-Along Notice will set forth the number of Common Shares proposed Company shares required to be so transferred, the name of the purchaser, the proposed amount and form of consideration, the number of Common Shares sought and the other terms and conditions of the offer. The Other Stockholder shall make the same representations, warranties, covenants, indemnities and agreements as the Selling Stockholder makes in connection with the Drag-Along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Stockholder, the Other Stockholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Selling Stockholder and the Other Stockholder severally and not jointly and provided further that in the event that at the time of execution of the definitive agreement relating to such Drag-Along Sale the Other Stockholder no longer retains the right to designate the QDRF Designee pursuant to Section 2.1(a), the Other Stockholder shall be required only to make representations, warranties, covenants, indemnities and agreements pertaining specifically to itself consistent with the representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Stockholder. The Other Stockholder will be responsible for funding its proportionate share of any escrow arrangements in connection with the Drag-Along Sale and for its proportionate share of any withdrawals therefrom. The Other Stockholder also will be responsible for its proportionate share of any fees, commissions, adjustments to purchase price and expenses in connection with the of the Drag-Along Sale. If the Drag-Along Sale is not consummated within 90 days from the date of the Drag-Along Notice (subject to extension to obtain any necessary regulatory approvals), the Selling Stockholder(s) must deliver another Drag-Along Notice in order to exercise their rights under this Section 4.3 with respect to such Drag-Along Salesold simultaneously.]

Drag Along. Notwithstanding anything in Section 2.1 to the contrary, if Buyer or any Fortress Stockholder or group of Fortress Stockholders proposes to effect a Change of Control Sale prior to the consummation of a Buyer IPO, Buyer or such Fortress Stockholders may, at their option, require the Stockholder (aand any Permitted Transferee that then owns any Buyer Common Shares) If to Transfer in such Change of Control Sale all of the Buyer Common Shares then owned by the Stockholder (and such other Permitted Transferees that then own any Buyer Common Shares) (collectively, the “Drag Along Stockholders”) on the same terms and conditions, subject to the same agreements and for the same consideration, as the applicable Fortress Stockholders participating in such Change of Control Sale, pursuant to the terms of this Section 2.2(b). (i) POI Acquisition (for purposes of In the event Buyer or any Fortress Stockholders elect to exercise their rights pursuant to this Section 4.32.2(b), Buyer shall provide to the Stockholder a Change of Control Notice not later than the 10th business day prior to the closing of the proposed Change of Control Sale. (ii) Upon receipt of a Change of Control Notice, the “Selling Stockholder”Drag Along Stockholders shall be required to participate in the Change of Control Sale, on the terms and conditions set forth in the Change of Control Notice (subject to this Section 2.2(b)(ii) receives and Section 2.2(b)(iii)) and, if any such Change of Control Sale involves a bona fide offer from any third party who is not an Affiliate of either the Company or POI Acquisition to purchase (including a purchase by merger, consolidation or similar transaction) 100% sale of the Common Shares owned by the Selling Stockholder at such time, (ii) at least 90% all or substantially all assets of the fair market value of the consideration to be received by the Selling Stockholder in such offer is in the form of cash, Cash Equivalents or Marketable Securities Buyer and (iii) such offer is accepted by the Selling Stockholder, then QDRF (for purposes of this Section 4.3its subsidiaries, the “Other Stockholder”) hereby agrees that, if requested by the Selling Stockholder, it will transfer Drag Along Stockholders shall be required to vote in favor of or consent in writing to such purchasermerger, subject consolidation or sale of all or substantially all assets (and, without limiting the foregoing, each Drag Along Stockholder shall (to Section 4.3(bthe extent applicable) waive any dissenters’ rights, appraisal rights or similar rights in connection therewith). In connection with the foregoing, each Drag Along Stockholder shall be required to join and become a party to each agreement that is approved by Buyer or any Fortress Stockholder or group of Fortress Stockholders, as applicable (or to which any Fortress Stockholder is a party), on the terms of the offer so accepted by the Selling Stockholder, including time of payment, form of consideration and adjustments to purchase price, all of its Common Shares. (b) The Selling Stockholder will give notice (the “Drag-Along Notice”) to the Other Stockholder of any proposed transfer giving rise to the rights of the Selling Stockholder set forth in Section 4.3(a) (a “Drag-Along Sale”) not more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement relating to the Drag-Along Sale and, in any event, no later than 20 days prior to the closing date for such Drag-Along Sale. The Drag-Along Notice will set forth the number of Common Shares proposed to be so transferred, the name of the purchaser, the proposed amount and form of consideration, the number of Common Shares sought and the other terms and conditions of the offer. The Other Stockholder shall make the same representations, warranties, covenants, indemnities and agreements as the Selling Stockholder makes in connection with a Change of Control Sale, including any such agreement that provides for representations and warranties, indemnification obligations (including escrows, hold backs or other similar arrangements to support such indemnification obligations), releases, covenants or other obligations, in each case, of the Drag-Along Sale holders of Buyer Common Shares party thereto; provided that (x) except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Stockholderfollowing clause (y), the Other indemnification obligations of each Drag Along Stockholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities in connection with a Change of Control Sale shall be the same as those made by the Selling Fortress Stockholders and apportioned based on such Drag Along Stockholder’s pro rata portion of the aggregate consideration received by the holders of Buyer Common Shares in such transaction, (y) with respect to breaches of Fundamental Representations made by any Drag Along Stockholder in connection with a Change of Control Sale, such Drag Along Stockholder shall be solely liable, and (z) the Other aggregate amount of liability for any Drag Along Stockholder severally and shall not jointly and provided further that in any case exceed the total consideration received by such Drag Along Stockholder in the event that at the time Change of execution of the definitive Control Sale. The Stockholder (i) hereby appoints Buyer or any designee thereof as its representative in connection with any agreement relating to such Drag-Along Sale the Other Stockholder no longer retains contemplated by this Section 2.2(b) (including the right to designate resolve any potential indemnification claims or other disputes on behalf of the QDRF Designee pursuant Fortress Stockholders and the Drag Along Stockholders) and (ii) hereby irrevocably grants to, and appoints, Buyer or any designee thereof, as the Stockholder’s proxy and attorney in fact (with full power of substitution), for and in the name, place and stead of each Drag Along Stockholder, to vote the Buyer Common Shares held by each Drag Along Stockholder, or to grant a consent or approval in respect of such Buyer Common Shares, in connection with any meeting of Buyer or any action by written consent in lieu of a meeting of Buyer with respect to a Change of Control Sale. The Stockholder hereby affirms that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement, and is coupled with an interest and irrevocable. All out of pocket costs and expenses incurred by any Drag Along Stockholder in connection with a Change of Control Sale described in this Section 2.1(a2.2(b) shall be paid by such Drag Along Stockholder. In connection with any Change of Control Sale described in this Section 2.2(b), the Other closing of the Transfer of Buyer Common Shares held by the applicable Fortress Stockholders and the closing of the Transfer of Buyer Common Shares held by each Drag Along Stockholder shall be required only each occur on the same date. (iii) Notwithstanding the foregoing, Buyer and the applicable Fortress Stockholders may at any time prior to make representations, warranties, covenants, indemnities consummation of a Change of Control Sale described in this Section 2.2(b) terminate the proposed Transfer and agreements pertaining specifically to itself consistent with the representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Stockholder. The Other Stockholder will be responsible for funding its proportionate share any concomitant drag along obligations of any escrow arrangements in connection with the Drag-Drag Along Sale and for its proportionate share of any withdrawals therefrom. The Other Stockholder also will be responsible for its proportionate share of any fees, commissions, adjustments to purchase price and expenses in connection with the of the Drag-Along Sale. If the Drag-Along Sale is not consummated within 90 days from the date of the Drag-Along Notice (subject to extension to obtain any necessary regulatory approvals), the Selling Stockholder(s) must deliver another Drag-Along Notice in order to exercise their rights under this Section 4.3 Stockholders with respect to such Drag-Along Saleproposed Transfer.

Drag Along. At any time prior to the time the Principal Stockholder ceases to own less than forty (a40%) If (i) POI Acquisition (for purposes percent of this Section 4.3the issued and outstanding shares of Common Stock of the Corporation, the “Selling Stockholder”Principal Stockholder may, if he elects (the "Drag Along Election") receives at any time during such period to sell all of his shares of Common Stock to a bona fide offer from any third third-party who is purchaser not an Affiliate related to, controlled by or under common control with the Principal Stockholder, cause a sale of either the Company or POI Acquisition to purchase (including a purchase by merger, consolidation or similar transaction) 100% all of the then issued and outstanding shares of Common Shares Stock of the Corporation owned by the Selling Other Stockholder at to be made to such timethird-party purchaser in an arm's-length transaction for cash and/or registered, (ii) at least 90% freely marketable securities. Any such sale of all of the fair market value issued and outstanding shares of the consideration to be received Corporation held by the Selling Other Stockholder in such offer is in the form of cash, Cash Equivalents or Marketable Securities and (iii) such offer is accepted by the Selling Stockholder, then QDRF (for purposes of this Section 4.3, the “Other Stockholder”) hereby agrees that, if requested by the Selling Stockholder, it will transfer to such purchaser, subject to Section 4.3(b), must be made on the same terms of the offer so accepted by the Selling Stockholderand conditions, including time of paymentthe price per share, form of consideration and adjustments upon which the Principal Stockholder has agreed to purchase price, sell all of its his shares of Common Shares. (b) Stock to the third-party purchaser. The Selling Principal Stockholder will give can trigger a Drag Along Election by providing a written notice of such election (the “Drag-"Drag Along Notice”") to the Other Stockholder of any proposed transfer giving rise Stockholder, such Drag Along Notice to include the price per share being paid to the rights of the Selling Principal Stockholder set forth in Section 4.3(a) (a “Dragby such third-Along Sale”) not more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement relating to the Drag-Along Sale and, in any event, no later than 20 days prior to the closing date for such Drag-Along Sale. The Drag-Along Notice will set forth the number of Common Shares proposed to be so transferred, the name of the purchaser, the proposed amount and form of consideration, the number of Common Shares sought party purchaser and the other material terms and conditions of such sale. Upon the offer. The Other Stockholder shall make the same representations, warranties, covenants, indemnities and agreements as the Selling Stockholder makes in connection with the Drag-Stockholder's receipt of a Drag Along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling StockholderNotice, the Other Stockholder shall make fully cooperate with the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Selling Principal Stockholder and shall take all actions and steps to effect such sale as the Other Principal Stockholder severally and not jointly and provided further that in the event that at the time of execution of the definitive agreement relating to such Drag-Along Sale the Other Stockholder no longer retains the right to designate the QDRF Designee pursuant to Section 2.1(a)may deem necessary, desirable or appropriate, including, without limitation, the Other Stockholder shall be required only to make representations, warranties, covenants, indemnities and agreements pertaining specifically to itself consistent with the representations, warranties, covenants, indemnities and agreements pertaining specifically prompt delivery to the Selling Stockholder. The Other Principal Stockholder will be responsible for funding its proportionate share of any escrow arrangements in connection with the Drag-Along Sale and for its proportionate share of any withdrawals therefrom. The Other Stockholder also will be responsible for its proportionate share of any fees, commissions, adjustments to purchase price and expenses in connection with the of the Drag-Along Sale. If the Drag-Along Sale is not consummated within 90 days from the date of the Drag-Along Notice (subject to extension to obtain any necessary regulatory approvals), the Selling Stockholder(s) must deliver another Drag-Along Notice in order to exercise their rights under this Section 4.3 duly endorsed stock powers with respect to all of the shares of Common Stock at such Drag-Along Saletime owned by the Other Stockholder.