Common use of Drag Along Right Clause in Contracts

Drag Along Right. 5.1. If at any time after the date hereof, the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company requesting them to do so, all of the other shareholders of the Company (the “Dissenting Shareholders”) shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity.

Drag Along Right. 5.1. If at any time after the date hereof, third anniversary of the holders of more than fifty percent Closing Date (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basisdefined in the Share Purchase Agreement), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) Majority Holders approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company Majority Holders requesting them to do so, all existing shareholders (including the Founder and any holder of the other shareholders of the Company (the “Dissenting Shareholders”) Class A Ordinary Shares), directly and indirectly, shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) shares directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum Memorandum and articles Articles of association Association of the Company; provided, however, any of the Dissenting Shareholders existing shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) shares directly or indirectly held by it them in favor of such proposed Acquisition, but in any such event, the existing shareholders who elect not to vote in favor of such Dissenting Shareholders proposed Acquisition, shall be obliged to purchase all the Class A Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all other holders of the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor shares of such proposed Acquisitionthe Company, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity.

Drag Along Right. 5.1. If at any time after (i) If, before the date hereofconsummation of an Initial Public Offering (as hereinafter defined), CHP, alone or together with one or more of the other Stockholders (collectively, the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basis"Majority Stockholders"), proposes to sell any or all of the holders shares of more than fifty percent Common Stock and/or Preferred Stock owned by them in a bona fide transaction to an unaffiliated third party (50%) regardless of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve whether such disposition is by means of a proposed Acquisition (as defined below)sale of such shares of Common Stock and/or Preferred Stock, then, in any such event, upon written notice from any such holders of Preferred Shares a merger of the Company requesting them in which the shares of Common Stock and/or Preferred Stock are converted into the right to do so, all of the other shareholders of the Company (the “Dissenting Shareholders”) shall (i) votereceive cash, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition sale of all or substantially all of the assets of the CompanyCompany and a subsequent distribution of the proceeds therefrom), the Majority Stockholders shall be entitled, by delivery of 30 days' prior written notice to all of the other Stockholders, specifying the name and address of the proposed parties to such transaction and the terms thereof, to require each such Stockholder to sell the same percentage of the shares Common Stock and/or Preferred Stock held by him, her or it for the equivalent consideration per share and otherwise upon the same terms as such Majority Stockholders in the proposed transaction. (ii) a The closing of any transaction pursuant to this Section 5(b) shall be held at such time and place as the Majority Stockholders shall reasonably specify. At such closing, the selling Stockholders shall deliver stock certificates representing the shares of Common Stock and/or Preferred Stock to be sold, duly endorsed for transfer or an exclusive licensing of and accompanied by all or substantially all requisite stock transfer taxes, if any, against payment of the intellectual property purchase price therefor, and the shares of Common Stock and/or Preferred Stock to be transferred shall be free and clear of any liens, charges, claims or encumbrances (other than restrictions imposed pursuant to applicable federal and state securities laws), and each selling Stockholder shall so represent and warrant. Each selling Stockholder shall further represent and warrant that he, she or it is the Company, (iii) a sale, transfer or other disposition beneficial owner of such shares of Common Stock and/or Preferred Stock and shall make such additional representations and warranties as shall be customary in transactions of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entitysimilar nature.

Drag Along Right. 5.1. If (a) In the event that (i) Sonera or any of its Permitted Affiliate Transferees disposes of any Purchased Shares (or any of the Aerial Shares for which such Purchased Shares may be exchanged) or issues a Derivative, and (ii) at any time after thereafter the date hereofAggregate Converted Percentage is less than 7.9%, then either TDS or Aerial shall have the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as right, if it enters into a single class and on an as-converted basis)binding agreement to consummate a Disposition Transaction, the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company requesting them to do sorequire Sonera, all of its Permitted Affiliate Transferees, any Third Party Transferee, and the other shareholders holder of any Derivative, to sell all but not less than all of the Company (AOC Shares, and the “Dissenting Shareholders”) shall (i) voteDerivative, or give their written consent as the case may be, such sale to occur concurrently with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of the Disposition Transaction, at the same price per share (assuming any such proposed Acquisition; (iiAOC Shares are converted to Aerial Shares) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under substantially the same terms and conditions as offered are obtained by TDS or Aerial, as the prospective purchaser case may be, in such Disposition Transaction. (b) In the event the right provided in this Section 10.5 is exercised, each Sonera Holder, each Third Party Transferee, and each holder of a Derivative shall take all reasonable steps necessary to enable such Person to comply with the provisions of this Section 10.5, including executing and performing a purchase and sale, merger or other agreement on substantially the same terms as TDS or Aerial, as the case may be. TDS and Aerial, on the one hand, and Sonera, on the other hand, each agree to make full disclosure to the other concerning the details of any relationship or dealings it may have with the other party to the proposed Disposition Transaction. Each of TDS and Aerial, as the case may be, agrees to keep Sonera advised in writing of, and consult on a timely basis with Sonera concerning, any proposed Disposition Transaction with respect to which it has exercised the right provided in this Section 10.5. (c) The right provided by this Section 10.5 shall be exercised by giving a written notice of such exercise to each Sonera Holder, each Third Party Transferee, and each holder of a Derivative, setting forth in reasonable detail the identity of the parties to the proposed Disposition Transaction, the proposed purchase price, the terms of payment and the other material terms of the proposed Acquisition. 5.2Disposition Transaction. For purposes of this Section 5Each Sonera Holder, an “Acquisition” shall mean (i) a saleeach Third Party Transferee, lease, transfer or other disposition of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition and each holder of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or Derivative shall thereafter be obligated to sell to such third party all (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing but not less than a majority all) of its AOC Shares and the voting power of Derivative, as the outstanding share capital of the surviving business entitycase may be.

Drag Along Right. 5.1. If at any time after In the date hereof, event the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company requesting them to do so, all of the other shareholders of the Company (the “Dissenting Shareholders”) shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association majority of the Company; provided, however, any of 's equity securities then outstanding (the Dissenting Shareholders may elect not "Majority Shareholders") determine to vote sell or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition otherwise dispose of all or substantially all of the assets of the Company, (ii) a transfer Company or an exclusive licensing of all or substantially all fifty percent (50%) or more of the intellectual property capital stock of the Company in each case in a transaction constituting a change in control of the Company, (iiito any non-Affiliate(s) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority any of the voting power of Majority Shareholders, or to cause the Company; Company to merge with or (ivinto or consolidate with any non-Affiliate(s) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after Majority Shareholders (in each case, the "Buyer") in a BONA FIDE negotiated transaction (a "Sale"), the Optionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of a Majority Shareholders (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of such merger, consolidation Optionee's or business combination hold shares representing less than his or her Permitted Transferee's Issued Shares that presently or as a majority result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting power such Issued Shares in favor of any Sale proposed by the outstanding share capital Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of the surviving business entitythis Section 11. The obligations under this Section 11 shall terminate in accordance with Section 13(a).

Drag Along Right. 5.1. If at any time after In the date hereofevent that (1) the Founder Directors and (2) holders of not less than a majority of the Common Stock then held by the Founders (collectively, the holders of more than fifty percent (50%“Requisite Stockholders”) of Series E Preferred Shares (voting together as desire to effect a single class and on an as-converted basis)sale, the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis)lease, the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis)transfer, the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below)conveyance, thendisposition or other transaction, in any such eventone transaction or a series of transactions, upon written notice from any such holders of Preferred Shares (x) all or substantially all of the assets of the Company requesting them to do so, all or (y) 50% or more of the other shareholders equity and voting power of the Company (whether by merger, consolidation, recapitalization, reorganization, purchase of all or substantially all of the capital stock of the Company or otherwise), in each case to the extent constituting a Qualifying Transaction (an “Dissenting ShareholdersApproved Sale”) shall ), each Stockholder and the Company hereby agree: (i) voteif such transaction requires approval of the holders of the capital stock of the Company, or give their written consent with respect toto all Shares that each Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of of, and adopt, such proposed Acquisition Approved Sale (together with any related amendment or restatement to the Certificate required to implement such Approved Sale) and to vote in opposition of to any proposal and all other proposals that could reasonably be expected to delay or impair the consummation ability of any the Company to consummate such proposed Acquisition; Approved Sale; (ii) if such transaction is structured as a sale of securities, to sell the shares of capital stock or other equity securities of the Company beneficially held by such Stockholder on the terms and conditions of the Approved Sale; (iii) to execute and deliver all related documentation and take such other action in support of the Approved Sale as shall reasonably be requested by the Company or the Requisite Stockholders in order to carry out the terms and provision of this Section 6.3, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, any associated indemnity agreement, or escrow agreement, any associated voting, support, or joinder agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents; (iv) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares or other equity securities of the Company owned by such Stockholder or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Approved Sale; (v) to refrain from (x) exercising any dissenters’ rights or rights of appraisal under applicable law Law at any time with respect to such Approved Sale, or (y); asserting any claim or commencing any suit (1) challenging the Approved Sale or this Agreement, or (2) alleging a breach of any fiduciary duty of the Stockholders comprising the Requisite Stockholder or any Affiliate or associate thereof (including, without limitation, aiding and abetting breach of fiduciary duty) in connection with the evaluation, negotiation or entry into the Approved Sale, or the consummation of the transactions contemplated thereby; (vi) if the consideration to be paid in exchange for the Shares pursuant to this Section 6.3 includes any securities and due receipt thereof by any Stockholder would require under applicable Law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares or other equity securities of the Company which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined by the Board) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and (vii) in the event that the Requisite Stockholders, in connection with such proposed Acquisition; Approved Sale, appoint a stockholder representative (the “Stockholder Representative”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements following consummation of such Approved Sale, (x) to consent to (1) the appointment of such Stockholder Representative, (2) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii3) take the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all actions reasonably necessary reasonable fees and expenses to consummate such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Approved Sale and its related service as the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association representative of the Company; providedStockholders, howeverand (y) not to assert any claim or commence any suit against the Stockholder Representative or any other Stockholder with respect to any action or inaction taken or failed to be taken by the Stockholder Representative, any within the scope of the Dissenting Shareholders may elect not Stockholder Representative’s authority, in connection with its service as the Stockholder Representative, absent fraud, bad faith or willful misconduct. (b) All Stockholders will bear their pro rata portion (based upon the amount of consideration to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basisbe received by each such Stockholder) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes reasonable costs of this Section 5, any sale of Shares pursuant to an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition Approved Sale to the extent such costs are incurred for the benefit of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued selling Stockholders and outstanding share capital of are not otherwise paid by the Company or a majority the acquiring party. Costs incurred by any Stockholder on its own behalf will not be considered costs of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entitytransaction hereunder.

Drag Along Right. 5.1. If at any time after In the date hereof, event the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares majority of the Company requesting them to do so, all of the other shareholders of the Company Company’s equity securities then outstanding (the “Dissenting Majority Shareholders”) shall (i) vote, determine to sell or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition otherwise dispose of all or substantially all of the assets of the Company, (ii) a transfer Company or an exclusive licensing of all or substantially all fifty percent (50%) or more of the intellectual property capital stock of the Company in each case in a transaction constituting a change in control of the Company, (iiito any non-Affiliate(s) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority any of the voting power of Majority Shareholders, or to cause the Company; Company to merge with or (ivinto or consolidate with any non-Affiliate(s) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such mergerMajority Shareholders (in each case, consolidation or business combination hold shares representing less than the “Buyer”) in a majority bona fide negotiated transaction (a “Sale”), the Optionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of the voting power Majority Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of such Optionee’s or his or her Permitted Transferee’s Issued Shares that presently or as a result of any such transaction may be acquired upon the exercise of options (following the payment of the outstanding share capital exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the surviving business entityredemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 11. The obligations under this Section 11 shall terminate in accordance with Section 14(a).

Drag Along Right. 5.1. If at any time after In the date hereof, event the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company requesting them to do so, all of the other shareholders of the Company (the “Dissenting Shareholders”) shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association majority of the Company; provided, however, any of 's equity securities then outstanding (the Dissenting Shareholders may elect not "Majority Shareholders") determine to vote sell or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition otherwise dispose of all or substantially all of the assets of the Company, (ii) a transfer Company or an exclusive licensing of all or substantially all fifty percent (50%) or more of the intellectual property capital stock of the Company in each case in a transaction constituting a change in control of the Company, (iiito any non-Affiliate(s) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority any of the voting power of Majority Shareholders, or to cause the Company; Company to merge with or (ivinto or consolidate with any non-Affiliate(s) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after Majority Shareholders (in each case, the "Buyer") in a BONA FIDE negotiated transaction (a "Sale"), the Optionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of a Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of such merger, consolidation Optionee's or business combination hold shares representing less than his or her Permitted Transferee's Issued Shares that presently or as a majority result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting power such Issued Shares in favor of any Sale proposed by the outstanding share capital Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of the surviving business entitythis Section 11. The obligations under this Section 11 shall terminate in accordance with Section 13(a).

Drag Along Right. 5.1. If at any time after the date hereof, third (3rd) anniversary of the holders of more than fifty percent Closing Date (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basisdefined in the Share Purchase Agreement), the holders of more than fifty percent two thirds (50%2/3) of the aggregate number of Series D A-2 Preferred Shares (and Series A-3 Preferred Shares, voting together as a single class and on an as-converted basis)class, the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), and the implied per share price in such Acquisition is no less than five (5) times the Preferred Share Issue Price (as defined below), as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein, then, in any such event, upon written notice from any such holders of Preferred Shares of the Company requesting them to do so, all the holders of the other shareholders of the Company (the “Dissenting Shareholders”) Ordinary Shares, directly or indirectly, shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum Memorandum and articles Articles of association Association of the Company; provided, however, any the holders of the Dissenting Shareholders Ordinary Shares may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it them in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders the holders of Ordinary Shares shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the holders of Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed AcquisitionShares, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity.

Drag Along Right. 5.1. If at At any time after the date hereof, third anniversary of the holders of more than fifty percent Closing Date (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basisdefined in the Share Purchase Agreement), if the holders of more than fifty percent (50%) of Series D Majority Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) Holders and the holders of more than fifty percent (50%) a majority of Series A Preferred the issued, outstanding Ordinary Shares (voting together as a single class and on an as-converted basis) the “Dragging Shareholders”), approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company Dragging Shareholders requesting them to do so, all of the other shareholders of the Company (the “Dissenting Shareholders”) shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum Memorandum and articles Articles of association Association of the Company; provided, however, any the other shareholders of the Dissenting Shareholders Company may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it them in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders other shareholders of the Company shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed AcquisitionDragging Shareholders, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued and issued, outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity. 5.3. The provisions under this Section 5 shall be terminated upon the occurrence of a Qualified Initial Public Offering.

Drag Along Right. 5.1. If at any time after In the date hereof, event the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares of the Company requesting them to do so, all of the other shareholders of the Company (the “Dissenting Shareholders”) shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association majority of the Company; provided, however, any of 's equity securities then outstanding (the Dissenting Shareholders may elect not "MAJORITY SHAREHOLDERS") determine to vote sell or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition otherwise dispose of all or substantially all of the assets of the Company, (ii) a transfer Company or an exclusive licensing of all or substantially all fifty percent (50%) or more of the intellectual property capital stock of the Company in each case in a transaction constituting a change in control of the Company, (iiito any non-Affiliate(s) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority any of the voting power of Majority Shareholders, or to cause the Company; Company to merge with or (ivinto or consolidate with any non-Affiliate(s) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after Majority Shareholders (in each case, the "BUYER") in a BONA FIDE negotiated transaction (a "SALE"), the Optionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of a Majority Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of such merger, consolidation Optionee's or business combination hold shares representing less than his or her Permitted Transferee's Issued Shares that presently or as a majority result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting power such Issued Shares in favor of any Sale proposed by the outstanding share capital Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of the surviving business entitythis Section 10.

Drag Along Right. 5.1. If at any time after In the date hereof, event the holders of more than fifty percent (50%) of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares majority of the Company requesting them to do so, all of the other shareholders of the Company Company’s equity securities then outstanding (the “Dissenting Majority Shareholders”) shall (i) vote, determine to sell or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition otherwise dispose of all or substantially all of the assets of the Company, (ii) a transfer Company or an exclusive licensing of all or substantially all fifty percent (50%) or more of the intellectual property capital stock of the Company, (iii) in each case in a sale, transfer or other disposition of transaction constituting a majority change in control of the issued and outstanding share capital Company, to any non-Affiliate(s) of the Company or a majority any of the voting power of Majority Shareholders, or to cause the Company; Company to merge with or (ivinto or consolidate with any non-Affiliate(s) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after Majority Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), the Optionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of a Majority Shareholders (subject to Section 6 herein): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Covered Shares (including for this purpose all of such merger, consolidation Optionee’s or business combination hold shares representing less than his or her Permitted Transferee’s Covered Shares that presently or as a majority result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting power such Covered Shares in favor of any Sale proposed by the outstanding share capital Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of the surviving business entitythis Section 10. The obligations under this Section 10 shall terminate in accordance with Section 12(a) herein.

Drag Along Right. 5.1. If at any time after In the date hereof, event the holders of more than a majority of the Company¢s equity securities then outstanding (the Majority Shareholders) determine to sell or otherwise dispose of all or substantially all the assets of the Company or all or fifty percent (50%) or more of Series E Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series D Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than seventy-five percent (75%) of Series C Preferred Shares (voting together as a single class and on an as-converted basis), the holders of more than fifty percent (50%) of Series B Preferred Shares (voting together as a single class and on an as-converted basis) and the holders of more than fifty percent (50%) of Series A Preferred Shares (voting together as a single class and on an as-converted basis) approve of a proposed Acquisition (as defined below), then, in any such event, upon written notice from any such holders of Preferred Shares capital stock of the Company requesting them to do so, all of the other shareholders of the Company (the “Dissenting Shareholders”) shall (i) vote, or give their written consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition and each case in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or a transaction constituting a change in connection with such proposed Acquisition; and (iii) take all actions reasonably necessary to consummate the proposed Acquisition, including without limitation amending the then existing memorandum and articles of association of the Company; provided, however, any of the Dissenting Shareholders may elect not to vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by it in favor of such proposed Acquisition, but in any such event, such Dissenting Shareholders shall be obliged to purchase all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) held by the shareholders who vote or give their consent with respect to, all the Ordinary Shares and/or all the Preferred Shares (on an as-converted basis) directly or indirectly held by them in favor of such proposed Acquisition, under the same terms and conditions as offered by the prospective purchaser of the proposed Acquisition. 5.2. For purposes of this Section 5, an “Acquisition” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets control of the Company, (iito any non-Affiliate(s) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority any of the voting power of Majority Shareholders, or to cause the Company; Company to merge with or (ivinto or consolidate with any non-Affiliate(s) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after Majority Shareholders (in each case, the Buyer) in a bona fide negotiated transaction (a Sale), the Optionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of a Majority Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of such merger, consolidation Optionee¢s or business combination hold shares representing less than his or her Permitted Transferee¢s Issued Shares that presently or as a majority result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting power such Issued Shares in favor of any Sale proposed by the outstanding share capital Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of the surviving business entitythis Section 10.