Common use of Drag Clause in Contracts

Drag. Along Sales and Tag-Along Sales. ------------------------------------ (a) Drag-Along Sales. ---------------- (i) Notwithstanding any other provision hereof, if GEI agrees to sell Securities held by it pursuant to a transaction in which more than 75% of the then-outstanding Common Stock of the Company will be sold to or acquired by a Third Party (either of such sales, a "DRAG-ALONG SALE"), then upon the demand of GEI, (i) in the case of Occidental and the Class II Stockholders, made at any time after the Closing Date and (ii) in the case of the HPA Group, made at any time after the fourth anniversary of the Closing Date (the HPA Group and the Class II Stockholders being collectively referred to for this purpose as "DRAG-ALONG SELLERS"), each Drag-Along Seller hereby agrees to sell to such Third Party the same percentage of the total number of Securities held by such Drag-Along Seller on the date of the Drag-Along Notice, as the number of Securities GEI is selling in the Drag-Along Sale bears to the total number of shares held by GEI as of the date of the Drag-Along Notice (the "SALE PERCENTAGE"), at the same price and form of consideration and on the same terms and conditions as GEI has agreed to with such Third Party. If the Drag-Along Sale is in the form of a merger transaction, the Drag-Along Seller agrees to vote his or her Securities in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law. The provisions of this Section 7 shall apply regardless of the form of consideration received in the Drag-Along Sale. For purposes of Drag-Along Sales, the number of shares owned by each Drag-Along Seller shall include all shares underlying NQ Options, which NQ Options will be exercised by the Drag-Along Sellers immediately prior to and contingent upon consummation of the Drag-Along Sale. (ii) Prior to making any Drag-Along Sale, if GEI elects to exercise the option described in this Section 7, GEI shall provide the Drag-Along Seller to whom this Section 7 then applies with written notice (the "DRAG-ALONG NOTICE") not more than 60 nor less than 15 days prior to the proposed date of the Drag-Along Sale (the "DRAG-ALONG SALE DATE"). The Drag-Along Notice shall set forth: (i) a general description of the transaction and the proposed amount and form of consideration to be paid per share offered by the Third Party; (ii) the aggregate number of Securities held by GEI as of the date that the Drag-Along Notice is first given to a Drag-Along Seller; (iii) the Sale Percentage; and (iv) the Drag- Along Sale Date.

Drag. Along Sales and Tag-Along Sales. ------------------------------------ (a) Drag-Along Sales. ---------------- (i) Notwithstanding any other provision hereof, if GEI agrees to sell Securities held by it pursuant to a transaction in which more than 75% of the then-outstanding Common Stock of the Company will be sold to or acquired by a Third Party (either of such sales, a "DRAG-ALONG SALE"), then upon the demand of GEI, (i) in the case of Occidental and the Class II Stockholders, made at any time after the Closing Date and (ii) in the case of the HPA Group, made at any time after the fourth anniversary of the Closing Date (the HPA Group and the Class II Stockholders being collectively referred to for this purpose as "DRAG-ALONG SELLERS"), each Drag-Along Seller hereby agrees to sell to such Third Party the same percentage of the total number of Securities securities held by such Drag-Along Seller on the date of the Drag-Along Notice, as the number of Securities GEI is selling in the Drag-Along Sale bears to the total number of shares held by GEI as of the date of the Drag-Along Notice (the "SALE PERCENTAGE"), at the same price and form of consideration and on the same terms and conditions as GEI has agreed to with such Third Party. If the Drag-Along Sale is in the form of a merger transaction, the Drag-Drag- Along Seller agrees to vote his or her Securities securities in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law. The provisions of this Section 7 shall apply regardless of the form of consideration received in the Drag-Along Sale. For purposes of Drag-Along Sales, the number of shares owned by each Drag-Along Seller shall include all shares underlying NQ Options, which NQ Options will be exercised by the Drag-Along Sellers immediately prior to and contingent upon consummation of the Drag-Along Sale. (ii) Prior to making any Drag-Along Sale, if GEI elects to exercise the option described in this Section 7, GEI shall provide the Drag-Along Seller to whom this Section 7 then applies with written notice (the "DRAG-ALONG NOTICE") not more than 60 nor less than 15 days prior to the proposed date of the Dragdrag-Along Sale along sale (the "DRAG-ALONG SALE DATE"). The Drag-Along Notice shall set forth: (i) a general description of the transaction and the proposed amount and form of consideration to be paid per share offered by the Third Party; (ii) the aggregate number of Securities held by GEI as of the date that the Drag-Along Notice notice is first given to a Drag-Along Seller; (iii) the Sale Percentage; and (iv) the Drag- Along Sale Date.

Drag. Along Sales and Tag-Along Sales. ------------------------------------ (a) Drag-Along Sales. ---------------- (i) Notwithstanding The Parties agree that, subject to compliance with the requirements under applicable Laws on and after the IPO Effective Date if any of QMT or SFL (each, a “Post IPO Dragging Shareholder”) desires to Transfer the QM Yum Lock-in Shares or the SFL Yum Lock-in Shares respectively, then such Post IPO Dragging Shareholder shall have the right to require the other provision hereofShareholder (being the non- selling Shareholder among QMT and SFL) (a “Post IPO Dragged Shareholder”) to sell all but not less than all of the QM Yum Lock-in Shares or the SFL Yum Lock- in Shares, as the case may be (in either case, the “Post IPO Dragged Shares”), to a third party (“Post IPO Drag Right”). Provided that, if GEI agrees the Post IPO Dragging Shareholder desires to sell Securities held by it pursuant to a transaction (A) Transfer the QM Yum Lock-in which more than 75% of Shares or the then-outstanding Common Stock of the Company will be sold to or acquired by a Third Party (either of such salesCreador SFL Drag Price Restricted Shares, a "DRAG-ALONG SALE"), then upon the demand of GEI, (i) in as the case of Occidental and the Class II Stockholdersmay be, made at any time after prior to the expiry of 6 (six) years from the Closing Date and Date, it shall be entitled to exercise the Post IPO Drag Right only if the per share price at which the such drag occurs is the higher of (iiX) in an IRR of at least 20% on the case of Creador Per Share Price, or (Y) 2.5 times the HPA Group, made Creador Per Share Price; or (B) Transfer the SFL New Investor Shares at any time after prior to the fourth anniversary expiry of the Closing Date 6 (the HPA Group and the Class II Stockholders being collectively referred to for this purpose as "DRAG-ALONG SELLERS"), each Drag-Along Seller hereby agrees to sell to such Third Party the same percentage of the total number of Securities held by such Drag-Along Seller on six) years from the date of the DragSFL New Investment, it shall be entitled to exercise the Post IPO Drag Right only if the per share price at which the such drag occurs is the higher of (X) an IRR of at least 20% on the SFL New Investor Per Share Price, or (Y) 2.5 times the SFL New Investor Per Share Price. (ii) Within 10 (Ten) Business Days from the date of receiving an offer from a third party acquirer to acquire the QM Yum Lock-Along in Shares / SFL Yum Lock-in Shares, the Post IPO Dragging Shareholder shall issue to the Post IPO Dragged Shareholder, notifying its intention to Transfer its Shares (“Post IPO Transfer Notice”) and, whether or not it intends to exercise the Post IPO Drag Right. The Post IPO Transfer Notice shall set out the price at which the Post IPO Dragging Shareholder is proposing to Transfer its Shares and the material terms and conditions which would be applicable to the Transfer. (iii) Upon receipt of the Post IPO Transfer Notice, if the Post IPO Dragging Shareholder has exercised the Post IPO Drag Right, the Post IPO Dragged Shareholders shall take all such actions as may be required, in a timely manner and in any event within such time period as may be specified by the Post IPO Dragging Shareholder in the Post IPO Transfer Notice, in order to successfully complete the Transfer of the Post IPO Dragged Shares. (iv) In the event either QMT or SFL do not exercise their Post IPO Drag Right in accordance with Clause 9.2(c)(i) on Transfer of the QM Yum Lock-in Shares or the SFL Yum Lock-in Shares , the other Shareholder (being the non-selling Shareholder among QMT and SFL) (“Post IPO Tag Holder”) shall be entitled to require the Transferring Shareholder to ensure that third party acquirer also purchases all and not less than all of the QM Yum Lock-in Shares or the SFL Yum Lock-in Shares , as the number of Securities GEI is selling in the Drag-Along Sale bears to the total number of shares case may be, held by GEI as of the date of the Drag-Along Notice (the "SALE PERCENTAGE"), Post IPO Tag Holder at the same price and form of consideration and on the same terms and conditions as GEI has agreed to with such Third Party. If the Drag-Along Sale is its set out in the form of a merger transaction, the Drag-Along Seller agrees to vote his or her Securities in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law. The provisions of this Section 7 shall apply regardless of the form of consideration received in the Drag-Along Sale. For purposes of Drag-Along Sales, the number of shares owned by each Drag-Along Seller shall include all shares underlying NQ Options, which NQ Options will be exercised by the Drag-Along Sellers immediately prior to and contingent upon consummation of the Drag-Along SalePost IPO Transfer Notice. (iiv) Prior The Parties agree that any Transfer of QM Yum Lock-in Shares and /.or SFL Yum Lock-in Shares under this Clause 9.4(c) would be subject to making the requirements of any Drag-Along Saleagreements executed by the Shareholders with Yum (including the Yum Documents) and the requirements prescribed under applicable Laws, including, if GEI elects applicable, the requirement of making an open offer and the incoming acquirer being bound by the “minimum promoters’ contribution” requirements. (vi) For the avoidance of any doubt, it is hereby clarified that the Post IPO Drag Right exercised after the expiry of 6 (six) years from the Closing Date shall not be subject to exercise the option described in this Section 7, GEI shall provide the Drag-Along Seller to whom this Section 7 then applies with written notice (the "DRAG-ALONG NOTICE"any valuation threshold as prescribed under Clause 9.2(c) not more than 60 nor less than 15 days prior to the proposed date of the Drag-Along Sale (the "DRAG-ALONG SALE DATE"). The Drag-Along Notice shall set forth: (i) a general description of the transaction and the proposed amount and form of consideration to be paid per share offered by the Third Party); (ii) the aggregate number of Securities held by GEI as of the date that the Drag-Along Notice is first given to a Drag-Along Seller; (iii) the Sale Percentage; and (iv) the Drag- Along Sale Date.and

Drag. ALONG IN THE EVENT OF A TRADE SALE. Terms capitalized in this Section 8 but not defined in this Warrant shall have the respective meanings given to them in the Existing Articles. 8.1 In the event that a Trade Sale is approved in accordance with Regulation 37 of the Existing Articles, and the Dragging Shareholders exercise their Drag Along Sales Option under such Regulation, then the Company shall deliver a copy of the Drag Along Notice to the Holder consistent with the terms of Regulation 37 of the Existing Articles. Upon receipt of the Drag Along Notice, but subject to the terms of this Section 8, the Holder shall be required to exercise (in accordance with Section 2 herein and Tag-conditioned on and as of immediately prior to the consummation of the Trade Sale) this Warrant in full, and to sell and transfer all of its interest in the Exercise Shares issued pursuant to such exercise, to the proposed buyer under the Trade Sale. 8.2 To the extent that the vote of the Holder shall be either required or requested by the Dragging Shareholders or by the Company in connection with the Trade Sale, and if the Holder shall have any voting rights with respect thereto, the Holder hereby agrees to vote all of the Exercise Shares in favor of such Trade Sale and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Trade Sale, and to perform and otherwise comply with any other obligations of the Called Shareholders under Regulation 37 of the Existing Articles to the same extent, and as if, the Holder was a Called Shareholder under such Regulation at the time of receipt of the Drag Along SalesNotice; provided that the Holder shall not be required to vote in the manner described under this Section 8.2 unless each of Regulation 37.5(a) through (g) are true with respect to such Trade Sale. ------------------------------------Notwithstanding the foregoing, for so long as 1,032,103 Exercise Shares remain exercisable under this Warrant, the Holder shall not be required to vote in the manner described under this Section 8.2 in the event of a Trade Sale to a Restricted Acquirer (and, in accordance with Section 3.5, the Company may not approve a Trade Sale to a Restricted Acquirer without the Holder’s prior written) or if it would be required to accept equity securities of a Military Affiliated Company. 8.3 If the Holder fails to: (a) Drag-Along Sales. ----------------Deliver to the Company within five (5) Business Days after a written request therefor: (i) Notwithstanding any other provision hereofa duly exercised Notice of Exercise, if GEI agrees to sell Securities held by it pursuant to a transaction which Notice shall exercise in which more than 75% of the then-outstanding Common Stock of the Company will be sold to or acquired by a Third Party (either of such sales, a "DRAG-ALONG SALE"), then upon the demand of GEI, (i) in the case of Occidental and the Class II Stockholders, made at any time after the Closing Date and (ii) in the case of the HPA Group, made at any time after the fourth anniversary of the Closing Date (the HPA Group and the Class II Stockholders being collectively referred to for full this purpose as "DRAG-ALONG SELLERS"), each Drag-Along Seller hereby agrees to sell to such Third Party the same percentage of the total number of Securities held by such Drag-Along Seller on the date of the Drag-Along NoticeWarrant, as the number of Securities GEI is selling in the Drag-Along Sale bears to the total number of shares held by GEI as of the date of the Drag-Along Notice (the "SALE PERCENTAGE"), at the same price and form of consideration and on the same terms and conditions as GEI has agreed to with such Third Party. If the Drag-Along Sale is in the form of a merger transaction, the Drag-Along Seller agrees to vote his or her Securities in favor of such merger and not to exercise any rights of appraisal or dissent afforded required under applicable law. The provisions of this Section 7 shall apply regardless of the form of consideration received in the Drag-Along Sale. For purposes of Drag-Along Sales, the number of shares owned by each Drag-Along Seller shall include all shares underlying NQ Options, which NQ Options will be exercised by the Drag-Along Sellers immediately prior to and contingent upon consummation of the Drag-Along Sale.8.1 above; (ii) Prior a duly executed instrument of transfer (or instruments of transfer) in respect of the Exercise Shares held by the Holder (together with any share certificate(s) in respect of those Exercise Shares (or a suitable indemnity in respect thereof)), where required to making do so under this Section 8 (and Regulation 37 of the Existing Articles, as applicable); and/or (iii) any Drag-Along other document of any kind required to be duly executed and delivered by the Holder under this Section 8 (and Regulation 37 of the Existing Articles, as applicable); and/or (b) Vote its Shares in accordance with this Section 8 (and Regulation 37 of the Existing Articles, as applicable) within five (5) Business Days after a written request therefor, the Holder shall be deemed to have appointed any person nominated for the purpose by the Board of Directors of the Company to be its agent and attorney to execute and deliver on the Holder’s behalf (X) all necessary instruments of transfer in respect of the Holder’s Exercise Shares (if applicable) and/or other documents of any kind required to be executed and delivered by the Holder under this Section 8 (and Regulation 37 of the Existing Articles, as applicable), against receipt by the Company (on trust for the Holder) of the consideration payable for the Exercise Shares (or applicable initial part thereof, in accordance with the terms of the Trade Sale); and (Y) a proxy in respect of all of the Holder’s Exercise Shares in the Company entitling the attorney/agent to vote the Holder’s Exercise Shares at any meeting of the Shareholders or any class or series thereof in favor of any proposal submitted for approval in connection with the Trade Sale. The validity of any action taken by any agent and/or attorney of Holder pursuant to this Section 8 (including the exercise of any voting rights in respect of the Exercise Shares) shall not be questioned by any person. 8.4 Failure to produce a share certificate (if applicable) shall not impede the registration of any transfer of Shares under this Section 8 (and Regulation 37 of the Existing Articles, if GEI elects as applicable). 8.5 Notwithstanding the foregoing, in the event Holder is obligated pursuant to this Section 8 to exercise the option described Warrant, the Holder may elect to instead cancel the Warrant in this Section 7, GEI consideration for payment of the excess of the value of the aggregate consideration that would be paid in consideration of the Exercise Shares in the Change of Control that is the subject of the Drag Along Option over the aggregate Exercise Price of the Warrant. Any such cancellation shall provide the Drag-Along Seller to whom this Section 7 then applies with written notice (the "DRAG-ALONG NOTICE") not more than 60 nor less than 15 days prior be contingent upon and subject to the proposed date consummation of the Drag-Along Sale (the "DRAG-ALONG SALE DATE"). The Drag-Along Notice shall set forth: (i) a general description Change of the transaction and the proposed amount and form of consideration to be paid per share offered by the Third Party; (ii) the aggregate number of Securities held by GEI as of the date that the Drag-Along Notice is first given to a Drag-Along Seller; (iii) the Sale Percentage; and (iv) the Drag- Along Sale DateControl.