Common use of Drag Along Clause in Contracts

Drag Along. (a) In the event that the Board of Directors and the Majority Investors approve any Company Transaction, each Stockholder will vote (to the extent such Stockholder is entitled to vote) for, consent to and raise no objections to such Company Transaction. Each Stockholder will waive any dissenter’s rights, appraisal rights or similar rights, to the extent applicable, in connection with any such Company Transaction. If the Company Transaction is structured as a sale of stock, each Stockholder will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the terms and conditions approved by the Board of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection with the consummation of the Company Transaction as requested by the Board of Directors and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws). (b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will not be required to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) any representations and warranties to be made by such Stockholder in connection with the Company Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations of the Stockholder in connection with the Company Transaction have been duly authorized, if applicable; (y) 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; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’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) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; (iii) the liability for indemnification, if any, of such Stockholder in the Company Transaction and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid to the Stockholders will be distributed pursuant to Section 3 of the Certificate of Incorporation, as if such Company Transaction were an Acquisition.

Drag Along. (a) In Subject to this Section 3.6, if Holders holding not less than two-thirds (2/3) of the event that U.S. Company Common Stock on a Fully Converted Basis (voting together as a single class) approve (“Majority Approval”) a Change of Control transaction, whether at a meeting of Holders, by written consent in lieu of a meeting of Holders or by the Board tender of Directors and their shares, then all Holders shall be obligated to: (i) vote all Shares held by the Majority Investors approve any Company TransactionHolders in favour of such transaction; (ii) sell, each Stockholder will vote (to transfer or exchange all of the extent such Stockholder is entitled to vote) for, consent to and raise no objections to such Company Transaction. Each Stockholder will waive any dissenter’s rights, appraisal rights or similar rights, to Shares held by the extent applicable, Holders in connection with such transaction on the same terms as those approved by Majority Approval; and (iii) execute and deliver such instruments of conveyance and transfer and take such other action, including executing any such purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, as may be reasonably required by the Corporation or U.S. Company Transaction. If the Company Transaction is structured as a sale of stock, each Stockholder will agree in order to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to carry out the terms and conditions approved by the Board provisions of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection with the consummation of the Company Transaction as requested by the Board of Directors and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws)this Section 3.6. (b) Notwithstanding The obligations of the foregoing Holders set forth in this Section 2.4(a), 3.6 shall apply with respect to a Stockholder will not be required to comply with Section 2.4(a) in connection with particular Holder for any Company Transaction unlessproposed Change of Control transaction only if: (i) the liability for indemnification, if any, of such Holder in the proposed Change of Control transaction and for the inaccuracy of any representations and warranties made by the Corporation or U.S. Company in connection with such proposed Change of Control transaction, is several and not joint with any other person, and is pro rata in proportion to the amount of consideration paid to such Holder in connection with such proposed Change of Control transaction (in accordance with the provisions of U.S. Company certificate of incorporation); (ii) such Holder’s indemnification obligations under a proposed Change of Control transaction would not exceed the proceeds actually paid to such Holder with respect to such proposed Change of Control transaction, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; (iii) any representations and warranties to be made by such Stockholder Holder in connection with the Company Transaction proposed Change of Control transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: that (wA) the Stockholder Holder holds all right, title and interest in and to the Stockholder Shares such Stockholder Holder purports to hold, free and clear of all liens and encumbrances; , (xB) the obligations of the Stockholder Holder in connection with the Company Transaction transaction have been duly authorized, if applicable; , (yC) the documents to be entered into by the Stockholder Holder have been duly executed by the Stockholder Holder and delivered to the acquirer and are enforceable against the Stockholder Holder in accordance with their respective terms; terms and (zD) neither the execution and delivery of documents to be entered into in connection with the Company Transactiontransaction, nor the performance of the StockholderHolder’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; (iiiv) the Stockholder Holder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) person in connection with the Company Transactionproposed Change of Control transaction, other than the Corporation or U.S. Company; (iiiv) upon the liability consummation of the proposed Change of Control transaction, (A) each holder of each series of U.S. Company Preferred Stock will receive the same form of consideration for indemnificationsuch series, if any, (B) each holder of such Stockholder in a series of U.S. Company Preferred Stock will receive the Company Transaction and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the same amount of consideration paid per share of such series of U.S. Company Preferred Stock, (C) each holder of U.S. Company Common Stock will receive the same amount of consideration per share of U.S. Company Common Stock, and (D) the aggregate consideration receivable by all holders of the U.S. Company Preferred Stock and U.S. Company Common Stock shall be allocated among the holders of U.S. Company Preferred Stock and U.S. Company Common Stock on the basis of the relative liquidation preferences to such Stockholder which the holders of each respective series of U.S. Company Preferred Stock and the holders of U.S. Company Common Stock are entitled in connection a Change of Control transaction in accordance with such Company TransactionU.S. Company’s certificate of incorporation in effect immediately prior to the proposed Change of Control transaction; and (ivvi) The subject to clause (v) above, requiring the same form of consideration paid to be received by the holders of U.S. Company Preferred Stock, if any holders of U.S. Company Preferred Stock are given an option as to the Stockholders form and amount of consideration to be received as a result of the proposed Change of Control transaction, all holders of such capital stock will be distributed given the same option. (c) In addition, no Holder shall be a party to a Change of Control transaction structured as a sale of stock by the Holders (“Stock Sale”) unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to Section 3 such transaction is allocated among the parties thereto in the manner specified in U.S. Company’s certificate of incorporation in effect immediately prior to the Certificate of Incorporation, Stock Sale (as if such transaction were a liquidation event under Section C.2 of Article Fourth). (d) Each of the Holders hereby grants U.S. Company Transaction were a proxy covering the total number of Shares of capital stock of U.S. Company directly or indirectly acquired (of record or beneficially) by such party for the purposes of approving a Change of Control transaction which complies with this Section 3.6. Each party delivering this proxy hereby agrees that the proxy is coupled with an Acquisitioninterest and is irrevocable.

Drag Along. (a) In Definitions in this Section are as set out in the event that Shareholder Agreement (defined in Article 9.1 of the Board of Directors and Company’s articles (the Majority Investors approve any Company Transaction, each Stockholder will vote (to the extent such Stockholder is entitled to vote“Articles”)) for, consent to and raise no objections to such Company Transaction. Each Stockholder will waive any dissenter’s rights, appraisal rights or similar rights, to the extent applicable, in connection with any such Company Transaction. If amongst the Company Transaction is structured as a sale of stock, each Stockholder will agree to sell all and certain of its Stockholder Shares and rights shareholders dated April 14, 2020, as amended from time to acquire Stockholder Shares pursuant to the terms and conditions approved by the Board of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection with the consummation of the Company Transaction as requested by the Board of Directors and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws)time. (b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will not be required to comply with Section 2.4(a) in connection with any Company Transaction unlessIf: (i) any representations and warranties to be made by such Stockholder in connection with Bound Shareholders (the Company Transaction “Selling Shareholders”), holding not less than 75% of the Equity Securities (calculated on a Fully Diluted Basis) that are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and subject to the Stockholder Shares such Stockholder purports SHA, approve the Transfer to hold, free and clear a Person or Persons acting jointly or in concert (a “Drag Along Purchaser”) of all liens and encumbrancesof their Equity Securities; (x) the obligations of the Stockholder in connection with the Company Transaction have been duly authorized, if applicable; (y) 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; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’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;and (ii) the Stockholder shall not be liable Drag Along Purchaser offers to acquire all of the remaining outstanding Equity Securities of all other kinds or classes from each of the other securityholders of the Company on equivalent terms and conditions for each kind or class of security, mutatis mutandis, as those agreed to by the inaccuracy of any representation or warranty made by any other individual or entity Selling Shareholders; (other than the Company) “Drag Along Offer”), then the Award Holder must Transfer this Award to the Drag Along Purchaser in connection accordance with the Company Transaction; terms and conditions of the Drag Along Offer. Notwithstanding the foregoing: (iiiA) if the Transfer of the Equity Securities of the Selling Shareholders and the Other Securityholders to the Drag Along Purchaser pursuant to the Drag Along Offer will result in a Change of Control, the accelerated vesting provision in Section I. Notice of Award will be deemed to have occurred immediately prior to the change of control; and (B) the liability for indemnificationSelling Shareholders will provide the Award Holder with at least fifteen (15) days’ notice prior to the Transfer requirement being effective, if any, in order that the Award Holder may exercise any vested portion of such Stockholder in the Company Transaction and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, this Award (including the amount of consideration paid to such Stockholder in connection with such Company Transaction; and (ivthat would vest through accelerated vesting) The consideration paid prior to the Stockholders will be distributed pursuant requirement to Section 3 of the Certificate of Incorporation, as if such Company Transaction were an AcquisitionTransfer this Award.

Drag Along. (a) In the event that the Board Notwithstanding any other provision of Directors and the Majority Investors approve this Agreement, with respect to any Company TransactionApproved Sale, each Stockholder will VB Shareholder hereby agrees to (i) vote (to the extent such Stockholder is entitled to vote) for, for and/or consent to and raise no objections objection to such Company Transaction. Each Stockholder will waive any dissenter’s rights, appraisal rights or similar rightsApproved Sale (and hereby waives, to the extent applicablepermitted by law, in connection with any such Company Transaction. If the Company Transaction is structured as a sale of stock, each Stockholder will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant object to or dissent from such Approved Sale), (ii) otherwise cooperate fully in such Approved Sale and not take any action prejudicial to or inconsistent with such Approved Sale. The obligations of the VB Shareholders with respect to any Approved Sale are subject to the terms and satisfaction of the conditions approved by the Board of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection with that (A) upon the consummation of such Approved Sale, all of the Company Transaction sellers of Common Stock and of each series of Preferred Stock, respectively, will receive (I) the amount of consideration to which such sellers are entitled pursuant to a Liquidation under the Charter and (II) the same form and amount of consideration per share of Common Stock or Preferred Stock of such series, as requested by applicable, or if any such sellers are given an option as to the Board form and amount of Directors consideration to be received per share of Common Stock or Preferred Stock of such series, all holders of Common Stock and Preferred Stock of such series, as applicable, will be given the Majority Investors includingsame option, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws). (bB) Notwithstanding the foregoing Section 2.4(a), a Stockholder will not be required to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) any representations and warranties to be made by such Stockholder in connection any VB Shareholder shall be limited to enforceability of its obligations and title to its Shares, (C) any indemnification obligations of a VB Shareholder shall be several, not joint, and shall (other than with the Company Transaction are limited respect to representations and warranties related with respect to authority, ownership enforceability of such Shareholder’s obligations and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) be pro rata based on the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations value of the Stockholder in connection with the Company Transaction have been duly authorized, if applicable; (y) the documents to be entered into proceeds received 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; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’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) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; (iii) the liability for indemnification, if any, of such Stockholder in the Company Transaction and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement sellers in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion toApproved Sale, and does not exceed, (D) the amount aggregate liability of consideration paid a VB Shareholder with respect to such Stockholder indemnification obligations in connection with such Company Transaction; andApproved Sale shall be limited to the proceeds paid to such VB Shareholder in connection with such Approved Sale. (ivb) Each VB Shareholder hereby appoints the Company as such VB Shareholder’s true and lawful proxy and attorney in connection with any Approved Sale satisfying the conditions set forth in this Section 3.4 herein, with full power of substitution, to vote all Shares owned by such VB Shareholder or over which such VB Shareholder has voting control to effectuate the agreements set forth in this Section 3.4 in the event of any breach by such VB Shareholder of its obligations under this Section 3.4. The consideration paid to the Stockholders will be distributed proxies and powers granted by each VB Shareholder pursuant to this Section 3 3.4 are coupled with an interest and are given to secure the performance of such VB Shareholder’s duties under this Section 3.4. Such proxies are irrevocable for so long as this Section 3.4 remains in effect and will survive the Certificate death, incompetence or disability of Incorporationany VB Shareholder who is an individual and the merger, as if such Company Transaction were an Acquisitionliquidation or dissolution of any Shareholder that is a corporation, limited liability company, partnership or other entity.

Drag Along. Notwithstanding anything in Section 2.1 to the contrary, if Purchaser or any Fortress Stockholder or group of Fortress Stockholders proposes to effect a Change of Control Sale prior to the consummation of a Purchaser IPO, Purchaser or such Fortress Stockholders may, at their option, require the Stockholder (aand any Permitted Transferee that then owns any Purchaser Common Shares) to Transfer in such Change of Control Sale all of the Purchaser Common Shares then owned by the Stockholder (and such other Permitted Transferees that then own any Purchaser 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) In the event that Purchaser or any Fortress Stockholders elect to exercise their rights pursuant to this Section 2.2(b), Purchaser shall provide to the Board Stockholder a Change of Directors 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 Drag Along Stockholders shall be required to participate in the Change of Control Sale, on the terms and conditions set forth in the Majority Investors approve Change of Control Notice (subject to this Section 2.2(b)(ii) and Section 2.2(b)(iii)) and, if any Company Transactionsuch Change of Control Sale involves a merger, consolidation or sale of all or substantially all assets of Purchaser and its subsidiaries, the Drag Along Stockholders shall be required to vote in favor of or consent in writing to such merger, consolidation or sale of all or substantially all assets (and, without limiting the foregoing, each Drag Along Stockholder will vote shall (to the extent such Stockholder is entitled to voteapplicable) for, consent to and raise no objections to such Company Transaction. Each Stockholder will waive any dissenter’s dissenters’ rights, appraisal rights or similar rightsrights 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 Purchaser or any Fortress Stockholder or group of Fortress Stockholders, as applicable (or to which any Fortress Stockholder is a party), in connection with a Change of Control Sale, including any such agreement that provides for representations and warranties, indemnification obligations (including escrows, hold backs or other similar arrangements to support such indemnification obligations), releases, covenants or other obligations, in each case, of the holders of Purchaser Common Shares party thereto; provided that (x) except in the case of the following clause (y), the indemnification obligations of each Drag Along Stockholder in connection with a Change of Control Sale shall be the same as those made by the Fortress Stockholders and apportioned based on such Drag Along Stockholder’s pro rata portion of the aggregate consideration received by the holders of Purchaser Common Shares in such transaction, (y) with respect to breaches of Fundamental Representations made by any Drag Along Stockholder in connection with a Change of Control Sale, such Drag Along Stockholder shall be solely liable, and (z) the aggregate amount of liability for any Drag Along Stockholder shall not in any case exceed the total consideration received by such Drag Along Stockholder in the Change of Control Sale. The Stockholder (i) hereby appoints Purchaser or any designee thereof as its representative in connection with any agreement contemplated by this Section 2.2(b) (including the right to resolve any potential indemnification claims or other disputes on behalf of the Fortress Stockholders and the Drag Along Stockholders) and (ii) hereby irrevocably grants to, and appoints, Purchaser 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 extent applicablePurchaser Common Shares held by each Drag Along Stockholder, or to grant a consent or approval in respect of such Purchaser Common Shares, in connection with any meeting of Purchaser or any action by written consent in lieu of a meeting of Purchaser with respect to a Change of Control Sale. The Stockholder hereby affirms that such Company Transaction. If irrevocable proxy is given to secure the Company Transaction is structured as a sale of stock, each Stockholder will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the terms and conditions approved by the Board of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection with the consummation performance of the Company Transaction as requested duties of the Stockholder under this Agreement, and is coupled with an interest and irrevocable. All out of pocket costs and expenses incurred by the Board of Directors and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws). (b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will not be required to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) any representations and warranties to be made by such Drag Along Stockholder in connection with a Change of Control Sale described in this Section 2.2(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 Company Transaction are limited to representations and warranties related to authority, ownership closing of the Transfer of Purchaser Common Shares held by the applicable Fortress Stockholders and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations closing of the Stockholder in connection with the Company Transaction have been duly authorized, if applicable; (y) the documents to be entered into Transfer of Purchaser Common Shares held 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; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’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) the each Drag Along Stockholder shall not be liable for each occur on the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction;same date. (iii) Notwithstanding the liability for indemnificationforegoing, if any, Purchaser and the applicable Fortress Stockholders may at any time prior to consummation of such Stockholder a Change of Control Sale described in this Section 2.2(b) terminate the Company Transaction proposed Transfer and for the inaccuracy any concomitant drag along obligations of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection Drag Along Stockholders with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the amount of consideration paid respect to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid to the Stockholders will be distributed pursuant to Section 3 of the Certificate of Incorporation, as if such Company Transaction were an Acquisitionproposed Transfer.

Drag Along. (a) In the event that an Acquisition or Asset Transfer (each as defined in the Restated Certificate, as amended from time to time) (an Acquisition or an Asset Transfer being an “Approved Transaction”) is approved by (x) the Board of Directors Directors, (y) holders of at least fifty five percent (55%) of the then outstanding shares of Preferred Stock, and (z) holders of a majority of the Majority Investors approve then outstanding shares of Common Stock (such holders under “y” and “z” being the “Requisite Holders”), then (i) for any Company Transactionsuch Acquisition or Asset Transfer, each Key Holder, Investor and Designated Common Stockholder will agrees to be present, in person or by proxy, at all meetings for the vote (thereon or action by written consent, to the extent vote all shares of capital stock held by such Stockholder is entitled to vote) for, consent to person for and raise no objections to such Company Transaction. Each Stockholder will Acquisition or Asset Transfer, and waive and refrain from exercising any dissenter’s dissenters rights, appraisal rights or similar rights, to the extent applicable, rights in connection with any such Company Transaction. If the Company Transaction Acquisition or Asset Transfer and (ii) if such Acquisition is structured as a sale of stockthe stock of the Company, each Key Holder, Investor and Designated Common Stockholder will shall agree to sell all shares of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the Company’s capital stock held by them on the terms and conditions approved by the Board Requisite Holders; provided, however, in each case that such terms do not provide that such Key Holder, Investor or Designated Common Stockholder would receive as a result of Directors such Acquisition or Asset Transfer less than the amount that would be distributed to such Key Holder, Investor or Designated Common Stockholder in the event the proceeds of such Acquisition or Asset Transfer of the Company were distributed in accordance with the liquidation preferences set forth in the Restated Certificate, as amended from time to time. (b) Subject to Section 1.7(a), the Key Holders, Investors and the Majority Investors. Each Stockholder will Designated Common Stockholders shall each take all necessary or and desirable actions approved by the Requisite Holders in connection with the consummation of such Acquisition or Asset Transfer, including the Company Transaction as requested by execution of such agreements and such instruments and other actions reasonably necessary to (i) provide the Board representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Acquisition or Asset Transfer; provided, however, that pursuant to the terms of Directors such Acquisition or Asset Transfer, the Key Holders, Designated Common Stockholders and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws). (b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will shall not be required to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) give any representations and warranties to be made by such Stockholder in connection with regarding the operations and conditions (financial and otherwise) of the Company Transaction and its business, assets and liabilities (unless such Key Holders, Designated Common Stockholders or Investors are limited to officers of the Company and are giving such representations and warranties related to authority, ownership solely in such capacity as such officers and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations their capacity as a holder of the Stockholder in connection with the Company Transaction have been duly authorizedCompany’s capital stock), if applicable; (y) 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; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’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) effectuate the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; (iii) the liability for indemnification, if any, of such Stockholder in the Company Transaction allocation and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid to the Stockholders will be distributed pursuant to Section 3 distribution of the Certificate of Incorporation, as if aggregate consideration upon such Company Transaction were an AcquisitionAcquisition or Asset Transfer.

Drag Along. (a) In For so long as the event Gxxxxx Parties are the Majority Holder, following the date that is eighteen (18) months after the Closing Date and in connection with any Full Sale that complies with Section 7.1(b), the Company Board may require the Trawlers Party to sell all of their Company Ordinary Shares and take such other actions as are reasonably necessary to effect the Full Sale, including (i) waiving any appraisal or dissenters' rights, (ii) voting its Company Ordinary Shares to (x) approve such Full Sale or (y) adopt the definitive agreement with respect to such Full Sale and (iii) tendering its shares into a tender offer in respect of such Full Sale (a “Dragged Trawlers” and such transaction, a “Drag Sale”). (b) The Company Board shall be permitted to require the Dragged Trawlers to take the actions contemplated by Section 7.1(a), only if: (i) the Gxxxxx Parties representing the Gxxxxx Parties Majority have committed to or agreed to vote or tender their respective Company Ordinary Shares in favor of the Full Sale (evidence of such agreement to be provided to the Dragged Trawlers in writing promptly following execution thereof and it being understood that such an agreement may include a “fallaway” if the Company Board changes its recommendation in respect of such a transaction); (ii) the Company Board votes in favor of the Full Sale and does not effect a change of recommendation with respect to such Full Sale prior to the applicable shareholder meeting convened to approve, or (if applicable) the closing of the tender offer for, such Full Sale; (iii) the Gxxxxx Parties have provided written notice of such proposed Full Sale to the Trawlers Parties, which notice shall include all of the material terms and conditions of such proposed Full Sale, to require the Trawlers Parties to take the actions contemplated by Section 7.1(a) (as applicable); (iv) in connection with such Full Sale the Trawlers Parties receive (directly from the purchaser in such Full Sale or otherwise) (1) consideration solely comprised of cash (without any holdback, escrow or other deduction) and (2) no less than the highest amount of consideration (on a per security basis, looked at per class of security) that is being paid to the holder of such class of security (taking into account any payments made directly or indirectly to any party in connection with such Full Sale); provided, if a definitive agreement is entered into with respect to such Full Sale (or such Full Sale is otherwise consummated) prior to the third (3rd) anniversary of the Closing Date, then without limitation to the foregoing requirement, such consideration received by the Trawlers Parties (directly from the purchaser in such Full Sale or otherwise) will (X) be no less than $33.00 per Company Ordinary Share and (Y) consist solely of cash (unless the Trawlers Parties otherwise elect to receive the transaction consideration prior to the entry into the definitive agreement for such Drag Sale by the Company); and (v) such Full Sale complies with this Agreement; provided, further, that the Board obligations of Directors the Trawlers Parties in connection with the Drag Sale shall be no more onerous than the obligations of the Gxxxxx Parties (the “Drag Terms of Purchase”). Notwithstanding the foregoing, it is understood and agreed that in any such Drag Sale (or in any series of transactions related to such Drag Sale) the Majority Investors approve Gxxxxx Parties may be given the opportunity to rollover, and may accept and effect a rollover of, a portion of their Company Ordinary Shares representing not more than fifty percent (50%) of the Company Ordinary Shares held by the Gxxxxx Parties immediately prior to such Drag Sale, which rollover opportunity need not be offered to any of the Trawlers Parties. (c) Each of the Dragged Trawlers shall cooperate in, and shall take all actions that the Company, acting reasonably, deems necessary to consummate the Drag Sale, including, (i) voting their respective Company TransactionOrdinary Shares in favor of the Drag Sale, (ii) voting their respective Company Ordinary Shares in opposition to any and all other proposals that could oppose, prevent, delay, or impair the Company’s ability to close the Drag Sale, (iii) subjecting any such Company Ordinary Shares to any arrangement or agreement with respect to voting any such Company Ordinary Shares in respect of such Drag Sale, and (iv) subject to the Drag Terms of Purchase, entering into an agreement(s) with the Company and/or the proposed transferee in connection with the Drag Sale as may be reasonably requested by the Company. Without limiting the generality of the foregoing, each Stockholder will vote (to the extent such Stockholder is entitled to vote) for, consent to and raise no objections to such Company Transaction. Each Stockholder will waive Dragged Trawlers hereby waives any dissenter’s rights, appraisal rights or similar rights, to the extent applicable, rights in connection with such transaction contemplated by this Section 7.1 and agrees to execute any such Company Transaction. If agreement evidencing the Company Transaction is structured as a sale of stock, each Stockholder will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the terms and conditions approved by the Board of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions same in connection with a Drag Sale. (d) Notwithstanding anything to the consummation contrary in this Agreement, any Full Sale that is consummated (or a definitive agreement in respect of such Full Sale is entered into) prior to the date that is the third (3rd) anniversary of the Closing Date (i) shall provide for the Trawlers Parties to receive consideration (directly or indirectly) of no less than $33.00 in cash per Company Ordinary Share and (ii) may result in the Gxxxxx Parties rolling over a portion of their Company Ordinary Shares representing not more than fifty percent (50%) of the Company Transaction as requested Ordinary Shares held by the Board Gxxxxx Parties immediately prior to such Full Sale in connection with such Full Sale (or in any of Directors and the Majority Investors including, without limitation, delivering series of transactions related to such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities lawsFull Sale). (be) Notwithstanding the foregoing Section 2.4(a), a Stockholder will not be required to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) any representations and warranties to be made by such Stockholder in connection with the Company Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and anything to the Stockholder Shares such Stockholder purports to holdcontrary in this Agreement, free and clear of all liens and encumbrances; (x) without the obligations prior written consent of the Stockholder in connection with Trawlers Parties, the Company Transaction have been duly authorizedGxxxxx Parties shall not (and shall cause their respective Representatives not to) directly or indirectly, if applicable; (y) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered initiate, solicit, encourage, facilitate, participate in, enter into, approve, consummate or otherwise support any Full Sale prior to the acquirer date that is twelve (12) months after the Closing Date, and are enforceable against the Stockholder any attempt to effect a Full Sale in accordance with their respective terms; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’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; (iithis Section 7.1(e) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; (iii) the liability for indemnification, if any, of such Stockholder in the Company Transaction null and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid to the Stockholders will be distributed pursuant to Section 3 of the Certificate of Incorporation, as if such Company Transaction were an Acquisitionvoid ab initio.

Drag Along. (a) In the event that an Acquisition or Asset Transfer (each as defined in the Restated Certificate, as amended from time to time) (an Acquisition or an Asset Transfer being an “Approved Transaction”) is approved by (x) the Board of Directors Directors, (y) holders of at least sixty-five percent (65%) of the then outstanding shares of Preferred Stock, and (z) holders of a majority of the Majority Investors approve then outstanding shares of Common Stock (such holders under “y” and “z” being the “Requisite Holders”), then (i) for any Company Transactionsuch Acquisition or Asset Transfer, each Key Holder, Investor and Designated Common Stockholder will agrees to be present, in person or by proxy, at all meetings for the vote (thereon or action by written consent, to the extent vote all shares of capital stock held by such Stockholder is entitled to vote) for, consent to person for and raise no objections to such Company Transaction. Each Stockholder will Acquisition or Asset Transfer, and waive and refrain from exercising any dissenter’s dissenters rights, appraisal rights or similar rights, to the extent applicable, rights in connection with any such Company Transaction. If the Company Transaction Acquisition or Asset Transfer and (ii) if such Acquisition is structured as a sale of stockthe stock of the Company, each Key Holder, Investor and Designated Common Stockholder will shall agree to sell all shares of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the Company’s capital stock held by them on the terms and conditions approved by the Board Requisite Holders; provided, however, in each case that such terms do not provide that such Key Holder, Investor or Designated Common Stockholder would receive as a result of Directors such Acquisition or Asset Transfer less than the amount that would be distributed to such Key Holder, Investor or Designated Common Stockholder in the event the proceeds of such Acquisition or Asset Transfer of the Company were distributed in accordance with the liquidation preferences set forth in the Restated Certificate, as amended from time to time. (b) Subject to Section 1.7(a), the Key Holders, Investors and the Majority Investors. Each Stockholder will Designated Common Stockholders shall each take all necessary or and desirable actions approved by the Requisite Holders in connection with the consummation of such Acquisition or Asset Transfer, including the Company Transaction as requested by execution of such agreements and such instruments and other actions reasonably necessary to (i) provide the Board representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Acquisition or Asset Transfer; provided, however, that pursuant to the terms of Directors such Acquisition or Asset Transfer, the Key Holders, Designated Common Stockholders and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws). (b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will shall not be required to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) give any representations and warranties to be made by such Stockholder in connection with regarding the operations and conditions (financial and otherwise) of the Company Transaction and its business, assets and liabilities (unless such Key Holders, Designated Common Stockholders or Investors are limited to officers of the Company and are giving such representations and warranties related to authority, ownership solely in such capacity as such officers and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations their capacity as a holder of the Stockholder in connection with the Company Transaction have been duly authorizedCompany’s capital stock), if applicable; (y) 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; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’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) effectuate the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; (iii) the liability for indemnification, if any, of such Stockholder in the Company Transaction allocation and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid to the Stockholders will be distributed pursuant to Section 3 distribution of the Certificate of Incorporation, as if aggregate consideration upon such Company Transaction were an AcquisitionAcquisition or Asset Transfer.

Drag Along. Rights If the ESOT proposes to sell for cash all (abut not less than all) In of the event outstanding shares of Common Stock of the Company owned of record by the ESOT to a bona fide unaffiliated third party on an arm’s length basis in a single transaction or a series of related transactions, then the ESOT may issue a drag notice requiring the holders of Common Stock to sell the all of their respective Common Stock to the proposed transferee on the same terms that the Board ESOT is proposing to sell its shares (including price per share to be paid), provided, that, holders of Directors Common Stock shall not be required to make any representations or warranties concerning the Company. Information Upon request, the Company shall provide to any Stockholder all information, other than material, non-public information, provided to the Company’s lenders under any credit agreements, indentures or similar documents. The Company shall permit, and the Majority Investors approve any Company Transactionshall cause each Subsidiary to permit, each Stockholder will vote (who holds at least 5% of the outstanding shares of Common Stock or any designee of the Series A Holder, to visit and inspect the Company’s or any Subsidiary’s properties, to examine its books of account and records and to discuss the Company’s or any Subsidiary’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested; provided, that such access does not materially interfere with the operations of the Company’s or any Subsidiary’s business. To the extent a holder of Common Stock determines to receive material, non-public information, such holder shall enter into confidentiality agreement reasonably acceptable to the extent Company. Termination The Shareholders’ Agreement shall terminate upon the consummation of a Qualified Public Offering, which is defined as a bona fide public offering of Common Stock that yields gross proceeds of an amount to be determined by the Supporting Noteholders. ESOP / ESOP Plan Documents Neither the Company nor the ESOT shall amend, supplement, restate or otherwise modify or alter the ESOP or ESOP Plan Documents unless such Stockholder amendment, supplement, restatement, modification or alteration (x) is entitled to votenot inconsistent with the terms of this Agreement and the other Transaction Documents or (y) for, consent to and raise no objections to such Company Transaction. Each Stockholder will waive any dissenter’s rights, appraisal rights is required by Applicable Law or similar rightsInternal Revenue Service guidance or procedures; provided that, to the extent applicablethat any amendment, supplement, restatement, modification or alteration of the ESOP or the ESOP Documents required by Applicable Law results in connection the ESOP or the ESOP Documents being inconsistent with terms of this Agreement or any such Company Transaction. If of the Transaction Documents, the Company Transaction is structured as a sale and the ESOT agree that they will use commercially reasonable efforts to minimize or eliminate such inconsistency, to the fullest extent permitted by Applicable Law. Corporate Opportunities Neither Series A Director, the holders of stock, each Stockholder will agree the Warrants or the Series A Holder shall have an obligation to sell all present corporate opportunities to the Company or any of its Stockholder Shares subsidiaries. Governing Law Delaware. These Disclosure Schedules (these “Disclosure Schedules”) are a material part of the Refinancing Support Agreement (the “Agreement”) dated as of December 24, 2013 by and rights among Alion Science and Technology Corporation (the “Company”), ASOF II Investments, LLC (“ASOF”) and Phoenix Investment Advisor LLC (with ASOF, collectively the “Supporting Noteholders”). Any capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Agreement. These Disclosure Schedules are intended only to acquire Stockholder Shares qualify and limit the representations, warranties and covenants contained in the Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Notwithstanding anything in the Agreement to the contrary, the inclusion of an item in such schedule as an exception to a representation or warranty will not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, could have, or could constitute a Material Adverse Effect or Material Adverse Change. Any information set forth in one schedule of these Disclosure Schedules will be deemed to apply to each other section or subsection of the Agreement to which its relevance is reasonably apparent. Any reference to a contract, statement, plan, report or other document of any kind in these Disclosure Schedules shall be deemed to be a disclosure thereof, and it shall not be necessary to identify or reference specific provisions of such document. Headings have been assigned to the various schedules within these Disclosure Schedules for convenience of reference only and shall not be construed to affect the meaning or construction of the language in the body of such schedules. Matters reflected in these Disclosure Schedules are not necessarily limited to matters required by the Agreement to be reflected in these Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information contained in these Disclosure Schedules is the confidential, proprietary information of the Company, and each of the Supporting Noteholders shall maintain and protect such confidential information pursuant to the terms of the Agreement. ASOF $ 97,341,000.00 Phoenix $ 57,256,000.00 None. Amended and conditions approved Restated Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan, dated as of October 1, 2011. First Amendment to Amended and Restated Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan, dated as of October 1, 2013. Second Amendment to Amended and Restated Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan, dated as of September 27, 2013. The Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust, dated as of June 4, 2002. First Amendment to the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust, dated August 26, 2008 Pursuant to the Refinancing Agreement, unless otherwise determined by the Board Supporting Noteholders in their sole discretion prior to the Closing, as part of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection transactions contemplated by the Refinancing Agreement, the following persons shall enter into new employment agreements with the consummation Company, which agreements shall have a term of the Company Transaction as requested five (5) years and shall otherwise by the Board of Directors and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws). (b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will not be required to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) any representations and warranties to be made by such Stockholder in connection with the Company Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and reasonably acceptable to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations of the Stockholder in connection with the Company Transaction have been duly authorized, if applicable; (y) 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; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’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) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; (iii) the liability for indemnification, if any, of such Stockholder in the Company Transaction and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid to the Stockholders will be distributed pursuant to Section 3 of the Certificate of Incorporation, as if such Company Transaction were an Acquisition.Supporting Noteholders:

Drag Along. (a) In connection with any Approved Sale, the event Company or the MDP Stockholders, as applicable, shall have the right to require each Management Stockholder and any transferee of a Management Stockholder (each a “Dragged Stockholder”) to sell all or any portion of such Dragged Stockholder’s Shares in such transaction on the terms, conditions and price per share of Common Stock that are determined by the Board (or, in the case of Directors an Approved Sale initiated by the MDP Stockholders, the same terms, conditions and price per share of Common Stock as are applicable to the Majority Investors approve any MDP Stockholders) (a “Drag Along Sale”), including, (i) by making the representations and warranties described in Section 4(b)(ii) below and (ii) by providing an indemnity with respect to breaches of representations, warranties or covenants regarding the financial condition, results of operations, assets or liabilities of the Company Transactionor otherwise with respect to the liabilities or operations of the Company (it being understood that such representation, each Stockholder warranties or covenants will vote (be made by the Company) to the extent such Stockholder is entitled to vote) for, consent to and raise no objections to such Company Transaction. Each Stockholder will waive any dissenter’s rights, appraisal rights or similar rights, to in the extent applicable, in connection with any such Company Transaction. If the Company Transaction is structured as a sale of stock, each Stockholder will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the terms and conditions approved manner determined by the Board (or, in the case of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection with the consummation of the Company Transaction as requested an Approved Sale initiated by the Board of Directors and MDP Stockholders, as determined by the Majority Investors includingMDP Stockholders); provided, without limitation, delivering that any such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities lawsindemnity will be subject to Section 4(b)(iii). (b) Notwithstanding In the foregoing event that any Approved Sale is to be consummated pursuant to Section 2.4(a), a 4(a) (i) each Dragged Stockholder will not be required obligated to comply with Section 2.4(apay more than his or her pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with any such Drag Along Sale to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Company Transaction unless: or the proposed purchaser (iexpenses incurred by or on behalf of a stockholder for his or her sole benefit not being considered expenses incurred for the benefit of all stockholders), (ii) each Dragged Stockholder shall not be required to make any representations or warranties in connection with such Drag Along Sale except, as to (A) good and warranties valid title to be made the Shares being Transferred; (B) the absence of liens, with respect to the Shares being Transferred; (C) its valid existence and good standing (if applicable); (D) the legal capacity and authority for, and validity, binding effect and enforceability of (as against such Dragged Stockholder), any agreement entered into by such Dragged Stockholder in connection with the Company Transaction are limited Transfer of such Shares; (E) all required consents and approvals to representations the Dragged Stockholder’s Transfer of such Shares having been obtained (excluding securities laws); and warranties related to authority, ownership and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (wF) the fact that no broker’s commission or finder’s fee is payable by the Dragged Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations as a result of the Stockholder Dragged Stockholder’s conduct in connection with a Drag Along Sale, and (iii) any indemnifications provided by the Dragged Stockholders will be on a several basis (pro rata based upon proportion of aggregate transaction consideration received) and not a joint basis (other than to the extent secured by an escrow fund or other similar mechanism). (c) In the event that any Approved Sale is to be consummated pursuant to Section 4(a), the Company Transaction have been duly authorized, if applicable; shall notify each Management Stockholder in writing no less than ten (y10) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered days prior to the acquirer and are enforceable against contemplated consummation date of such Approved Sale (the Stockholder in accordance with their respective terms; and “Drag Notice”). Such notice shall set forth: (zi) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance a description of the Stockholder’s obligations thereunderDrag Along Sale, 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) the Stockholder shall not be liable for name of the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; proposed purchaser, and (iii) the liability for indemnification, if any, proposed amount and form of such consideration and the material terms and conditions of payment offered by the proposed purchaser. Any Drag Along Sale that is not consummated within one hundred eighty (180) days following the date of the Drag Notice shall again be subject to the notice provisions of this Section 4(c). (d) Each Dragged Stockholder agrees (i) to vote in the Company Transaction and for the inaccuracy favor of any representations Drag Along Sale, (ii) to vote in opposition to any and warranties made by all other proposals that could oppose, prevent, delay, or impair the Company close of any Drag Along Sale and (iii) not to demand or breaches by exercise dissenter’s or appraisal rights under Section 262 of the Company of its covenants made in DGCL (or any acquisition agreement in connection with such Company Transaction, is several and not joint with successor provision thereto) or any other individual applicable law or entity and is pro rata contract for which dissenter’s or appraisal rights are available with respect to any Drag Along Sale. (e) To the extent in proportion to, and does not exceedconflict with the provisions of this Section 4, the amount provisions of consideration paid Section 5 shall be subordinate to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid and shall not apply to the Stockholders will be distributed pursuant to any Transfer or exercise of rights contemplated by this Section 3 of the Certificate of Incorporation, as if such Company Transaction were an Acquisition4.

Drag Along. (i) At any time following the earlier to occur of (a) In the event that end of the Initial Two Year Period and (b) the occurrence of a Material Underperformance Event, if GPP or the Board approves a Sale of Directors the Company (an “Approved Sale”), then GPP or the Company may give written notice to the Stockholders of the Approved Sale, which notice shall be delivered at least five (5) Business Days prior to the Approved Sale and shall include the Majority Investors approve material terms of the Approved Sale (the “Sale Request”). Each Stockholder agrees not to directly or indirectly, without the prior written consent of the Company, disclose to any Company Transactionother Person any information related to the Sale Request or the Approved Sale, other than disclosures to legal counsel in confidence or as otherwise required by law. In connection with the Approved Sale, (A) each Stockholder will vote (shall be obligated to and agrees that, in such Stockholder’s capacity as a stockholder of the extent Company, such Stockholder is entitled will vote, or grant proxies relating to such shares to vote) for, all of such Stockholder’s Securities in favor of, consent to and to, raise no objections to such Company Transaction. Each Stockholder will to, and waive any dissenter’s rightsdissenters, appraisal rights or similar rightsrights with respect to, the Approved Sale and will not exercise any right to dissent or seek appraisal rights in respect of the extent applicableApproved Sale, in connection with any such Company Transaction. If the Company Transaction is structured as a sale of stock, (B) each Stockholder will agree to sell shall take all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the terms and conditions approved by actions which the Board of Directors and the Majority Investors. Each Stockholder will take all or GPP deems necessary or desirable actions advisable in the sole judgment of GPP or the Board in connection with the consummation of the Company Transaction as requested Approved Sale, including executing, delivering and agreeing to be bound by the Board terms of Directors any agreement related to the Approved Sale and any other agreement, instrument or certificates necessary to effectuate the Majority Investors includingApproved Sale, without limitationand including appointing a representative to administer the transactions on behalf of all of the Stockholders, delivering such Stockholder’s stock (C) if the Approved Sale is structured as a Transfer of Securities, each Stockholder will agree to Transfer its Securities and shall deliver at the closing of the Approved Sale its Securities, including certificates relating thereto, free and clear of all claims, liens and encumbrances encumbrances, on the terms and conditions as approved by the Board or GPP (other than those arising under applicable securities laws). (b) Notwithstanding it being understood and agreed that each Stockholder will only be obligated to Transfer the foregoing Section 2.4(asame percentage of its Common Stock on a Fully-Diluted Basis as the percentage of Common Stock on a Fully-Diluted Basis proposed to be Transferred in the Approved Sale), a and (D) each Stockholder shall pay such Stockholder’s pro-rata share of the costs and expenses incurred in connection with the Approved Sale to the extent such costs and expenses are incurred for the benefit of the Stockholders and are not otherwise paid by the Company. Costs incurred by any Stockholder on its own behalf will not be required to comply with Section 2.4(a) considered costs of the Approved Sale. Without limiting the foregoing, each Stockholder agrees that, in connection with any Company Transaction unless: the Approved Sale, such Stockholder will (iA) any representations make such representations, warranties and warranties covenants as GPP agrees to make or provide, and (B) agree to provide severally (not jointly) and on a pro rata basis (based upon the consideration to be made received by such Stockholder in connection with the Company Transaction are limited such Approved Sale) such indemnification, purchase price adjustments and holdbacks as GPP agrees to provide (provided that each Stockholder shall be responsible for all obligations that relate specifically to such Stockholder such as indemnification with respect to representations and warranties related to authority, ownership and the ability to convey given by a Stockholder regarding such Stockholder’s title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear ownership of all liens and encumbrances; (x) the obligations of the Stockholder in connection with the Company Transaction have been duly authorized, if applicable; (y) 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; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’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;Securities). (ii) Notwithstanding the Stockholder shall not foregoing, if one of the terms or conditions of such Approved Sale requires any Management Holder to agree to be liable for bound by customary restrictive covenants, including confidentiality, non-competition, and non-solicitation covenants, then each Management Holder hereby agrees, that to the inaccuracy of any representation or warranty made extent required by any other individual or entity (other than the Company) a buyer in connection with the Company Transaction;an Approved Sale, such Management Holder will agree to be bound by such customary restrictive covenants. (iii) In the liability for indemnification, if any, of such Stockholder in event that GPP or the Company Transaction and for provides notice to Orgenesis that either GPP or the inaccuracy of any representations and warranties made by Board is considering exercising its drag along rights described in Section 3.2(b)(i) or the Company or breaches by provides notice to Orgenesis that the Board has determined that the Company will begin committing significant time and resources in pursuit of its covenants made in any acquisition agreement exploring a potential Sale of the Company, Orgenesis shall, within thirty (30) days, provide written notice to the Company and the Board indicating whether or not Orgenesis would like to be a potential acquiror of the Company. If Orgenesis does not provide such notice within such thirty (30) day period, Orgenesis shall be deemed to have elected that it would not like to be a potential acquiror of the Company. After such thirty (30) day period, the Board shall form a committee of Directors (which will include the Industry Expert Director) that will be responsible for managing the process in connection with such Sale of the Company Transactiontransaction and, is several and notwithstanding anything in this Agreement to the contrary, (A) if Orgenesis has not joint with any other individual elected to be a potential acquiror in such a Sale of the Company transaction, Orgenesis shall have the ability to appoint one (1) member of such committee, or entity and is pro rata (B) if Orgenesis has elected to be a potential acquiror in proportion tosuch a Sale of the Company transaction, and does an Orgenesis Director shall not exceed, the amount of consideration paid be appointed to such Stockholder committee, Orgenesis shall recuse itself and all Orgenesis Directors from such committee and Orgenesis may be a participant in the process in connection with such Sale of the Company Transactiontransaction in a manner similar to other potential third party aquirors. The goal of any process in connection with a Sale of the Company is anticipated to be consummating a Sale of the Company on arm’s length terms and with respect to any such Sale of the Company, the Company shall obtain a fairness opinion from one of the top ten (10) United States independent third party accounting firms selected by GPP in its sole discretion; andprovided, however, that if such accounting firms do not provide such fairness opinions in the ordinary course of their business as of the time such fairness opinion is to be requested, then the Company shall obtain a fairness opinion from a reputable, independent third party entity that provides such opinions as chosen by GPP in its sole discretion. (iv) In the event that GPP Holders do not own at least 189,000 Securities, then GPP shall no longer be able to exercise its drag along rights set forth in this Section 3.2(b). (v) The consideration paid to Parties hereby agree that the Stockholders will be distributed shall not, and cannot, complete an Approved Sale pursuant to this Section 3 3.2 unless the obligations set forth in Section 5.9 of the Certificate of Incorporation, as if such Company Transaction were an Acquisitionthis Agreement have been satisfied.

Drag Along. (ai) If any member or group of members of the Sponsor Group (collectively, the “Dragging Party”) proposes to consummate, or proposes to cause the Partnership to consummate, an Extraordinary Transaction (including by (x) transferring equity securities or other interests in any parent entity that holds equity securities or other interests in the General Partner or (y) the General Partner Transferring Partnership Units), the General Partner may (but shall not be required to) notify all other Limited Partners (the “Dragged Limited Partners”) in writing of its election to exercise the drag along rights in respect of Partnership Units held by them in accordance with the terms, conditions and procedures set forth in this Section 11.07 (a “Drag Along Notice”). If equity securities or other interests in any parent entity that directly or indirectly holds equity securities in the Partnership are the subject of the Drag Along Sale, the provisions of this Section 11.07 shall apply to the Partnership Units beneficially owned by the Dragging Party. (ii) In the event that the Board of Directors and the Majority Investors approve any Company General Partner elects to exercise its drag along rights in connection with an Extraordinary Transaction, each Stockholder will vote (to the extent such Stockholder is entitled to vote) for, Dragged Limited Partners shall consent to and raise no objections to the proposed transaction, and the Dragged Limited Partners and the Partnership will take all other actions reasonably necessary or desirable to cause the consummation of such Company Transactiontransaction on the terms proposed by the Dragging Party and consistent with the terms of this Section 11.07 (such transaction, a “Drag Along Sale”). Each Stockholder Without limiting the foregoing, (i) if the proposed Drag Along Sale requires approval of the Dragged Limited Partners, the Dragged Limited Partners will vote or cause to be voted all Partnership Units that they hold or with respect to which such Dragged Limited Partners have the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any dissenter’s rights, appraisal rights or similar rights, to the extent applicable, which they may have in connection with any such Company Transaction. If therewith, and (ii) if the Company Transaction proposed Drag Along Sale is structured as or involves a sale Transfer of stocksecurities or interests, each Stockholder will Dragged Limited Partner shall agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the terms and conditions approved by the Board of Directors and the Majority Investors. Each Stockholder will take all necessary same transferee (or desirable actions in connection with the consummation of the Company Transaction as requested by the Board of Directors and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws). (b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will not be required to comply with Section 2.4(aits designee) in connection with any Company Transaction unless: (i) any representations and warranties to be made by such Stockholder in connection with Drag Along Sale the Company Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and number of Partnership Units equal to the Stockholder Shares such Stockholder purports to hold, free and clear product of all liens and encumbrances; (x) the obligations number of Partnership Units held by such Dragged Limited Partner and (y) a fraction, the Stockholder numerator of which is the total number of Partnership Units proposed to be Transferred by the Dragging Party in such Drag Along Sale and the denominator of which is the total number of Partnership Units beneficially owned by the Sponsor Group. (iii) Each Dragged Limited Partner hereby irrevocably makes, constitutes and appoints the General Partner with respect to such Drag Along Sale as such Dragged Limited Partner’s duly appointed proxy and attorney in fact, with full power of substitution and resubstitution, in the name, place and stead of such Dragged Limited Partner, granting the General Partner full power and authority to do and perform each and every act and thing requisite, necessary and advisable to be done in connection with such Drag Along Sale consistent with the Company Transaction have been duly authorizedprovisions of this Section 11.07 (including full power and authority (i) to vote with respect to such Dragged Limited Partner’s Partnership Units in favor of and in furtherance of any such Drag Along Sale and (ii) to execute, if seal (where applicable; (y) the and deliver, on behalf of such Dragged Limited Partner, any and all definitive agreements, deeds, notices, documents or certificates to be entered into executed by such Dragged Limited Partner in connection with such Drag Along Sale and binding such Dragged Limited Partner to deliver its Partnership Units and to all other agreements set forth in such definitive documents for such Drag Along Sale). The foregoing proxy and appointment of attorney in fact (including any successive proxy and attorney in fact), being coupled with an interest, is irrevocable and will not be revoked by the Stockholder have been duly executed insolvency, bankruptcy, death, incapacity, dissolution, liquidation or other termination of the existence of such Dragged Limited Partner. Each Dragged Limited Partner will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of such proxy and appointment and hereby revokes any proxy or similar appointment previously granted by such Dragged Limited Partner with respect to any Partnership Units. Except with respect to violations of law, each Dragged Limited Partner agrees that it will ratify and confirm all actions that the Stockholder and delivered General Partner may do or cause to be done pursuant to the acquirer foregoing, and are enforceable against waives any and all defenses that may be available to contest, negate or disaffirm any action of the Stockholder General Partner pursuant to the foregoing. (iv) At the Dragging Party’s request in accordance connection with their respective terms; a Drag Along Sale, each Dragged Limited Partner shall agree to make the same representations, warranties, covenants, indemnities and (z) neither agreements, and enter into the execution and delivery of documents to be entered same transaction agreements, as the Dragging Party makes or enters into in connection with the Company TransactionDrag Along Sale (except that, nor in the performance case of representations and warranties pertaining specifically to, or covenants, indemnities or other agreements made specifically by, the Stockholder’s obligations thereunderDragging Party, each such Dragged Limited Partner shall make comparable representations and warranties pertaining specifically to (and covenants, indemnities or other agreements specifically by) such Dragged Limited Partner), and will cause agree to bear on a breach several and not joint basis its pro rata share (based on the relative proceeds payable in connection with such Drag Along Sale) of all liabilities arising out of representations, warranties, covenants, indemnities or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity agreements (other than those representations, warranties, covenants, indemnities or other agreements that pertain specifically to the CompanyDragging Party or any Dragged Limited Partner, who shall bear all of the liability related thereto) made in connection with the Company Transaction; Drag Along Sale (iii) provided, that, in no event shall the liability for indemnification, if any, pro rata share of liabilities of the Dragging Party or any Dragged Limited Partner exceed the proceeds payable to such Stockholder in the Company Transaction and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement Person in connection with such Company Transaction, is several and not joint with Drag Along Sale). Any escrow of sale or other disposition proceeds of any other individual or entity and is Drag Along Sale shall be withheld on a pro rata in proportion to, basis among the Dragging Party and does not exceed, the amount of consideration paid to such Stockholder Dragged Limited Partners (based on the relative proceeds payable in connection with such Company Transaction; andDrag Along Sale) on such terms as shall be reasonably determined by the Dragging Party. (ivv) The consideration paid obligations of the Dragged Limited Partners with respect to the Stockholders Drag Along Sale are subject to the requirement that the Dragging Party and each Dragged Limited Partner shall receive the same form and amount of consideration in respect of each of their Partnership Units to be Transferred in the Drag Along Sale, or if the Dragging Party is given an option as to the form and amount of consideration to be received in connection with the Drag Along Sale, all Dragged Limited Partners shall be given the same option; provided that, if the Dragging Party and the Dragged Limited Partners are selling different classes or series of Partnership Units, the economic benefits to be received by, and the burdens to be borne by, the other Limited Partners shall be adjusted as determined by the Dragging Limited Partner that delivered the Drag Along Notice in good faith (taking into account the differences among the classes or series of Units). (vi) Each Dragged Limited Partner will be distributed pursuant to Section 3 bear (i) its own costs and expenses incurred in connection with the Drag Along Sale and (ii) its pro rata share (based on the relative proceeds payable in connection with such Drag Along Sale) of the Certificate costs and expenses incurred in connection with the Drag Along Sale to the extent such costs and expenses are incurred for the benefit of Incorporationboth the Dragging Party and the Dragged Limited Partners and are not otherwise paid by the transferee. In the event that the Drag Along Sale is not consummated for any reason, as if the Partnership will reimburse all Partners and the Dragging Party for all expenses reasonably paid or incurred by them in connection therewith. (vii) The Dragging Party shall, in its sole and absolute discretion, decide whether or not to pursue, consummate, postpone or abandon any Drag Along Sale and the terms and conditions thereof. No Partner (nor any member of the Sponsor Group) nor any Affiliate of any such Company Transaction were an AcquisitionPartner shall, to the fullest extent permitted by law, have any liability to any other Partner or the Partnership arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any Drag Along Sale, except to the extent such Partner shall have failed to comply with the provisions of this Section 11.07.