Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion.

Drag-Along Rights. If at any time prior (a) Subject to Sections 4.04(g) and 4.05, if a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders Shareholder (the "“Drag-Along Shareholders"Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to sell the same percentage of Common Stock held by them relative any Third Party or Parties or (ii) to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction any Person in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement a reorganization or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock restructuring of the Company as sold determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Shareholders; providedSeller to exercise such options, howevermay, that CSFB will not be obligated in place of such exercise, submit to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted irrevocable cancellation thereof without any liability for Adjustments) payment of the Common Stock of the Company paid by CSFB in connection any exercise price with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, respect thereto. If the Drag-Along Shareholders will be required Sale is not consummated with respect to sell all any Common Shares acquired upon exercise of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03such options, or the Drag-Along Shareholders shall Sale is not be required to make any representations and warranties other than the Shareholder Representations. In additionconsummated, no Drag-Along Shareholder such options shall be liable in respect of any indemnification in connection with a transaction effected pursuant deemed not to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionhave been exercised or canceled, as applicable.

Drag-Along Rights. If If, at any time prior time, the Founders jointly propose to transfer all of the Common Shares owned by the Founders in a single transaction to a Qualifying Public Equity Offeringthird party (the “Proposed Acquiror”) pursuant to a Qualified Sale (as defined below), Sponsor and its Affiliates intend the Board of Directors of the Company has approved such Qualified Sale, the Founders may cause to effect a Substantial Change be included in such Qualified Sale all, but not less than all, of Control, Sponsor shall have the right to require Common Shares held by each of the other Shareholders by providing to each such other Shareholder a notice (a “Qualified Sale Notice”) of the "Drag-Along Shareholders") proposed Qualified Sale at least 20 days prior to sell the same percentage date proposed for such Qualified Sale, stating the identity of the Proposed Acquiror, the kind and amount of consideration proposed to be paid for the Common Shares to be purchased by the Proposed Acquiror and the other material terms of such Qualified Sale. For purposes of determining the number of Common Stock held Shares outstanding pursuant to the immediately preceding sentence, Common Shares issuable upon the exercise of Warrants, options or other rights to acquire Common Shares, or upon the conversion or exchange of any security outstanding as of the time of delivery of the Qualified Sale Notice, shall not be deemed to be outstanding. In the event the Founders so provide a Qualified Sale Notice with respect to a Qualified Sale, each other Shareholder shall (i) be obligated to transfer all of the Common Shares owned by them relative such Shareholder to the Proposed Acquiror on the terms and conditions set forth in the Qualified Sale Notice and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shareholder's ownership of ’s Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise Shares in favor of such Qualified Sale and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the transactions constituting a Substantial Change Founders or the Proposed Acquiror may reasonably require in order to carry out the terms and provisions of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholdersthis Section 2(c); provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in instruments of conveyance and transfer and such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions purchase agreements, merger agreements, indemnity agreements, escrow agreements and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders related documents shall not be required to make include any representations or warranties of such Shareholder except such representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect as are ordinarily given by a seller of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (securities with respect to such Shareholder's Shareholder Representations) seller’s authority to sell, enforceability of agreements against such seller, such seller’s good title in excess such securities and the good title in such securities to be acquired at closing by the Proposed Acquiror, provided further, however, that any indemnity provision included in any such instrument, agreement or related document shall only indemnify the Proposed Acquiror with respect to breaches of the consideration received such representations and warranties by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in Shareholder, without any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionobligation or liability for contribution.

Drag-Along Rights. If at So long as this Agreement shall remain in effect, if any time prior to a Qualifying Public Equity Offering, Sponsor of Vestar and its Affiliates intend receives an offer from a Third Party to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement purchase all or otherwise in favor any portion of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in connection with writing not less than 15 days' prior to the requested Transfer date by Vestar or such Substantial Change Affiliate, Transfer a pro rata number of ControlSecurities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the Drag-Along Shareholders will case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be required to sell all made by Stockholders severally and not jointly and that the liability of their shares Stockholders (whether pursuant to this Section 4.03. In connection a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the sale amount and nature of their consideration and time of receipt thereof); and provided further that the first shares of Common Stock pursuant to this Section 4.03Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Drag-Along Shareholders shall not be required to make any representations and warranties Option Shares until such other than Stockholder owns no more Option Shares, then the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect portion of any indemnification Options then held by such other Stockholder that are then vested and exercisable (provided in connection the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with a transaction effected pursuant the transferee for the same per share consideration to this Section 4.03 (a "Drag-Along Transaction") (with respect be paid to such Shareholder's Shareholder Representations) in excess Stockholder for such portion of the consideration received Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Drag-Along Shareholder in such Drag-Along Transaction Stockholder is vested and no such Drag-Along Shareholder shall be required to participate in exercisable, and then any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionremaining Purchased Shares.

Drag-Along Rights. If at any time prior (a) Subject to a Qualifying Public Equity OfferingSection 3.8(c) hereof, Sponsor and its Affiliates intend to effect a Substantial Change of Controlif the Investor Stockholders (collectively, Sponsor shall have the right to require the other Shareholders (the "Drag-Along ShareholdersTransferor") to sell approve a sale of (i) a majority of the same percentage outstanding shares of Common Stock held on an as converted basis to a Bona Fide Purchaser or (ii) all or substantially all of the assets of the Company to a Bona Fide Purchaser (each an "Approved Sale"), whether by them relative way of merger, consolidation, sale of stock or assets, or otherwise, all Stockholders shall consent to such Shareholder's ownership and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger or consolidation of Common Stock as Sponsor and its Affiliates are selling in such transaction the Company or a subsidiary, or a sale of all or substantially all of the assets of the Company or a subsidiary, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such Substantial Change merger, consolidation or asset sale, or (B) a sale of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor a majority of the transactions constituting a Substantial Change outstanding shares of Control; Common Stock on an as converted basis the Stockholders shall agree to waive sell their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance respective proportionate percentages of the foregoing; provided that (a) Common Stock on an as converted basis which are the consideration to be received by subject of the other Shareholders shall be for Approved Sale, on the same type terms and amount per share of consideration received by Sponsor, and (b) after giving effect conditions as applicable to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along ShareholdersTransferor. The Stockholders shall take all actions reasonably requested by the Drag Along Transferor in connection with the consummation of the Approved Sale, including the execution of all agreements and such instruments and other actions requested by the Drag Along Transferor to provide the representations, warranties, indemnities, covenants, conditions, agreements, escrow agreements and other provisions and agreements relating to such Approved Sale; provided, however, that CSFB will not each participating Stockholder's liability under any such agreement or instrument shall be obligated limited to participate in his/her/its proportionate percentage of such transaction if liability (based on the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) number of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with on an as converted basis held by such Substantial Change of Control, Stockholder which are subject to the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders Approved Sale) and shall not be required to make any representations and warranties other than exceed the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration proceeds received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder Stockholder. The Stockholders shall be required permitted to participate in any escrow relating sell their Equity Securities pursuant to such Drag-Along Transaction in excess an Approved Sale without complying with the provisions of such Drag-Along Shareholder's Pro Rata PortionSections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7 of this Agreement.

Drag-Along Rights. If at any time any stockholder of the ------------------------------ Corporation or group of stockholders owning a majority or more of the voting capital stock of the Corporation proposes to enter into any transaction involving (i) the sale of all or substantially all of the assets of the Corporation; (ii) the sale of more than fifty percent (50%) of the outstanding common stock of the Corporation in a non-public sale; (iii) any merger, share exchange, consolidation or other reorganization or business combination of the Corporation, if immediately after such transaction either (A) persons who were directors of the Corporation immediately prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor do not constitute at least a majority of the transactions constituting directors of the surviving entity, or (B) persons who hold a Substantial Change majority of Control; to waive their appraisal or dissenters' rights with respect the voting capital stock of the surviving entity are not persons who held a majority of the voting capital stock of the Corporation immediately prior to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance (iv) the dissolution or liquidation of the foregoing; provided that (a) Corporation, the consideration to be received by Corporation and/or the other Shareholders shall be for transferring stockholders may require the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated Grantee to participate in such transaction if by giving the consideration Grantee written notice thereof at least ten (10) days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Grantee shall sell, assign, tender or transfer the same percentage of shares subject to the Option as the percentage of the shares of Stock proposed to be sold, assigned, tendered or transferred by the transferring stockholders collectively, upon the same terms and conditions applicable to the transferring stockholders and at a price equal to the difference between the Exercise Price per share in such transaction is less than $16.90 under the Option and the price per share (as adjusted for Adjustments) of Stock the transferring stockholders will receive pursuant to the terms of the Common transaction. If the Grantee has options to purchase Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties Corporation other than the Shareholder Representations. In additionOption hereunder, no Drag-Along Shareholder and such options are subject to terms similar those set forth in this Section 5.1, then the Grantee's options shall be liable transferred in respect the order in which they were granted. The provisions of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) 5.1 shall apply in excess the event of the consideration received Grantee's death, to the Grantee's executor, personal representative or the person(s) to whom the Option shall have been transferred by will or the laws of descent and distribution, as though such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionperson is the Grantee.

Drag-Along Rights. If at any time (a) If, prior to a Qualifying Qualified Public Equity Offering, Sponsor and the Company’s Board of Directors or group of Shareholders that, in the aggregate, owns a majority of the voting power of the Company, receives an offer in a transaction or series of transactions pursuant to which a third party (which, for the avoidance of doubt, shall not include Parent or any of its Affiliates, or any other Person in which Parent or any of its Affiliates intend invests or has agreed to effect make an investment) proposes to acquire all of the Equity Securities of the Company, and, at the closing of such transaction, the holders of the Senior Preferred Shares and any Common Shares that were issued upon the prior conversion of the Senior Preferred Shares shall, in the aggregate, receive cash consideration at the closing of such transaction (not including any cash subject to a Substantial Change holdback or escrow arrangement on the closing date) equal to or greater than 1.5x the Original Purchase Price with respect to all Senior Preferred Shares that are then issued (as adjusted for any stock splits, dividends, combinations, subdivisions, recapitalizations and the like) (a “Drag-Along Transaction”), then such Shareholder or group of ControlShareholders that, Sponsor in the aggregate, owns a majority of the voting power of the Company (collectively, the “Drag-Along Shareholder”) shall have the right right, at its option, to require all of the other Shareholders (each such other Shareholder, a “Dragged Shareholder,” and collectively with any other Dragged Shareholder, the "“Dragged Shareholders”), and each Dragged Shareholder hereby agrees, whether such Drag-Along Shareholders") to sell the same percentage Transaction is structured as a Transfer of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common StockEquity Securities, whether by proxymerger, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; consolidation, combination, reorganization, recapitalization, reclassification or otherwise, participate in to Transfer all of such Substantial Change of Control Dragged Shareholder’s Equity Securities on substantially the same terms and each other Shareholder agrees conditions as are applicable to take any and all reasonably necessary action in furtherance of the foregoingDrag-Along Shareholder; provided that (ai) the terms of any Drag-Along Transaction may not contemplate any agreement or arrangement in which the Drag-Along Shareholder or any of its Affiliates will receive any consideration, payment or any other thing of value apart from the consideration to be received by paid to all selling Shareholders in the sale (including all Dragged Shareholders) other than repayment of indebtedness, reimbursement of customary expenses, payments related to services previously provided and ordinary course arrangements for services from Management Shareholders shall be for the same type and amount per share of consideration received by Sponsorconsistent with market terms or prior practices, and (bii) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration price per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will each Equity Security to be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder sold in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required determined by allocating consideration pursuant to participate in any escrow relating to such Drag-Along Transaction in excess the terms of such Drag-Along Shareholder's Pro Rata Portionthe Articles of Incorporation.

Drag-Along Rights. If at any time prior to (a) In the event of a Qualifying Public Equity Offering, Sponsor proposed bona-fide and its Affiliates intend to effect a Substantial Change arm’s-length sale of Control, Sponsor shall have all of the right to require the other Shareholders issued and outstanding Company Shares or Bank Shares (the "“Drag-Along Shareholders"Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to sell any Person other than an Affiliate of any Dragging Shareholder, and if at such time the same percentage Dragged Shareholder shall own less than 10% On An Adjusted Basis of Common Stock held by them relative all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to such Shareholder's ownership of Common Stock as Sponsor Company Two, Corp Group Parent and its Affiliates are selling in Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such transaction in connection with such Substantial Change of Control; to vote such Common Stockproposed sale (the “Required Transfer”), whether by proxy, voting agreement or otherwise in favor which notice shall state (i) the name of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwiseproposed Transferee, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance (ii) the proposed purchase price (which shall provide that the aggregate valuation of the foregoing; provided that Chilean Bank is at least equal to the higher of (ax) its Fair Value and (y) the consideration to be received product of the Market Price multiplied by the other Shareholders shall be for number of Bank Shares outstanding in each case as of the same type and amount per share date of consideration received by Sponsorthe Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (biv) after giving effect to such transaction, Sponsor any other material terms and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company as sold Shares or Bank Shares owned by the Drag-Along Companies and the Shareholders; provided, however, that CSFB will not be obligated to participate in such and (B) copies of all transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow documents relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionthe Required Transfer.

Drag-Along Rights. If at any time prior For so long as Heartland is entitled to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require designate directors as set forth in Section 6.3, in the other Shareholders event that one or more of the Heartland Entities (the "Drag-Along ShareholdersRightholders") receive a bona fide offer from a Third Party Purchaser to purchase (including a purchase by merger) all of the Shares held by the Investor Stockholders or all or a substantial portion of the consolidated assets of the Company, the Drag-Along Rightholders may send written notice (the "Drag-Along Notice") to the Company and the other Stockholders (the "Drag-Along Sellers") notifying them they will be required to sell the same percentage all (but not less than all) of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling their Shares in such transaction sale (or, in connection with such Substantial Change the case of Control; to a merger or asset sale, vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares in the transactions constituting transaction (including a Substantial Change sale by merger or asset sale) contemplated by the Drag-Along Notice for the same consideration per share and otherwise on the same terms and conditions as the Drag-Along Rightholders (including payment of Control; to waive their appraisal or dissenters' rights its pro rata share of all costs associated with respect to such transaction); or otherwiseif, participate in such Substantial Change but only if, the Drag-Along Seller shall receive cash and/or other freely tradable consideration having a fair market value of Control at least $11 per Share, adjusted for stock splits, stock dividends, reclassifications and each other Shareholder agrees to recapitalizations and (ii) otherwise take any and all reasonably necessary action in furtherance its capacity as a stockholder to cause the consummation of such transaction, including voting its Shares in favor of such transaction and not exercising any appraisal rights in connection therewith. The obligations of the foregoing; provided that Drag-Along Sellers in respect of a Transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (ai) upon the consummation of the Transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration to be received by the other Shareholders shall be having a fair market value of at least $11 per Share (adjusted for stock splits, stock dividends, reclassifications and recapitalizations) in the same type form and amount per share of consideration received by Sponsor, and (b) after giving effect paid to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate Rightholders in such transaction or any other transaction related thereto (such as a payment for consulting or management services or non-compete payments); (ii) if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the any Drag-Along Shareholders will Seller is given an option as to the form and amount of consideration to be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03received, the each other Drag-Along Shareholders shall not Seller will be required given the same option with respect to make any representations its applicable Pro Rata Share; and warranties other than the Shareholder Representations. In addition, (iii) no Drag-Along Shareholder Seller shall be liable in respect obligated under the terms of any indemnification in connection with a agreement respecting any transaction effected pursuant subject to this Section 4.03 (a "Drag-Along Transaction"3.1(g) (with respect to such Shareholder's Shareholder Representations) indemnify any person in excess of an amount greater than the consideration proceeds to be received by such Drag-Along Shareholder Seller in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portiontransaction.

Drag-Along Rights. If at any time any stockholder of the ------------------------------ Corporation or group of stockholders owning a majority or more of the voting capital stock of the Corporation proposes to enter into any transaction involving (i) the sale of all or substantially all of the assets of the Corporation; (ii) the sale of more than fifty percent (50%) of the outstanding common stock of the Corporation in a non-public sale; (iii) any merger, share exchange, consolidation or other reorganization or business combination of the Corporation, if immediately after such transaction either (A) persons who were directors of the Corporation immediately prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor do not constitute at least a majority of the transactions constituting directors of the surviving entity, or (B) persons who hold a Substantial Change majority of Control; to waive their appraisal or dissenters' rights with respect the voting capital stock of the surviving entity are not persons who held a majority of the voting capital stock of the Corporation immediately prior to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance (iv) the dissolution or liquidation of the foregoing; provided that (a) Corporation, the consideration to be received by Corporation and/or the other Shareholders shall be for transferring stockholders may require the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated Grantee to participate in such transaction if by giving the consideration Grantee written notice thereof at least ten (10) days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Grantee shall sell, assign, tender or transfer the same percentage of shares subject to the Option as the percentage of the shares of Stock proposed to be sold, assigned, tendered or transferred by the transferring stockholders collectively, upon the same terms and conditions applicable to the transferring stockholders and at a price equal to the difference between the Exercise Price per share in such transaction is less than $16.90 under the Option and the price per share (as adjusted for Adjustments) of Stock the transferring stockholders will receive pursuant to the terms of the Common transaction. If the Grantee has options to purchase Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties Corporation other than the Shareholder Representations. In additionOption hereunder, no Drag-Along Shareholder and such options are subject to terms similar to those set forth in this Section 5.1, then the Grantee's options shall be liable transferred in respect the order in which they were granted. The provisions of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) 5.1 shall apply in excess the event of the consideration received Grantee's death, to the Grantee's executor, personal representative or the person(s) to whom the Option shall have been transferred by will or the laws of descent and distribution, as though such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionperson is the Grantee.

Drag-Along Rights. If Endo LLC shall propose to Transfer at any time prior ----------------- least 60% of all shares of Common Stock then owned by Endo LLC to a Qualifying Public Equity OfferingThird Party, Sponsor and then (in addition to the rights of the Management Stockholders to participate in such Transfer pursuant to Section 6.4(a) hereof) Endo LLC may, at its Affiliates intend to effect a Substantial Change of Controloption, Sponsor shall have the right to require the other Shareholders Management Stockholders (collectively, the "Remaining Holders") to ----------------- include in such Transfer to the Third Party such number of shares of Common Stock then owned by such Remaining Holder, as determined in accordance with this Section 6.4(b). Endo LLC shall send written notice (the "Drag-Along ShareholdersNotice") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change ----------------- exercise of Control; their rights pursuant to waive their appraisal or dissenters' rights with respect this Section 6.4(b) to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by SponsorRemaining Holders, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if setting forth the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company to be paid by CSFB in connection with the Transactions Third Party and provided, further, that if Sponsor the other material terms and its Affiliates are selling all conditions of their shares of Common Stock in connection with such Substantial Change of Control, the transaction. The Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with Notice shall state that the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder Remaining Holders shall be required to participate in any escrow relating the proposed Transfer of shares of Common Stock to such the Third Party according to the terms and conditions of this Section 6.4(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Third Party. Within 15 days following the receipt of the Drag-Along Transaction Notice, each of the Remaining Holders shall deliver to a representative of Endo LLC designated in excess of such the Drag-Along Shareholder's Pro Rata PortionNotice certificates representing all shares of Common Stock held by such Remaining Holder, duly endorsed, together with all other documents required to be executed in connection with such transaction. In the event that any Remaining Holder should fail to deliver such certificates to Endo LLC, the Company shall cause the books and records of the Company to show that such shares are bound by the provisions of this Section 6.4(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Common Stock then owned by such Remaining Holder, and the denominator of which shall be the total number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Remaining Holders. The maximum number of shares of Common Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 6.4(b) shall be the total number of shares of Common Stock then owned by such Remaining Holder. If, within 120 days after Endo LLC gave the Drag-Along Notice, it shall not have completed the Transfer of all the shares of Common Stock of the Remaining Holders in accordance with this Section 6.4(b), Endo LLC shall return to each of the Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 6.4(b). Promptly (but in no event later than 5 days) after the consummation of the Transfer of Common Stock of Endo LLC and Remaining Holders pursuant to this Section 6.4(b), Endo LLC shall give notice thereof to the Remaining Holders, shall remit to each of the Remaining Holders the total consideration in respect of the shares of Common Stock of such Remaining Holder which were so transferred, and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Remaining Holders.

Drag-Along Rights. If (i) During any period between the expiration of the Restricted Period and completion of a Qualified Public Offering, if Apollo (by itself or together with its Ultimate Parent Entity and its Ultimate Parent Entity’s Controlled Affiliates) is the Transferring Holder and the Offered Shares to be Transferred in a transaction or series of related transactions, which transaction or series of related transactions would constitute a Permitted ROFO Transfer, whether by sale of stock, merger, consolidation or otherwise, comprise 80% or more of Common Shares beneficially owned by Apollo’s Ultimate Parent Entity and its Controlled Affiliates, and at any time prior least a majority of the Class A Shares outstanding (a “Drag-Along Transaction”), then, in the event that a Holder (the “Dragged Holder”) was not entitled to a Qualifying Public Equity OfferingRight of First Offer or has not timely submitted its Proposed Offer, Sponsor and its Affiliates intend to effect a Substantial Change of Controlor any such Proposed Offer has been rejected in compliance with this Agreement, Sponsor Apollo shall have the right to require the other Shareholders (the "“Drag-Along Shareholders"Right”) to sell require such Dragged Holder to Transfer, in the same percentage Drag-Along Transaction, the number of Common Stock held Shares beneficially owned by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold Dragged Holder multiplied by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated Percentage (rounded down to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and nearest whole share). In order to exercise its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all Right, Apollo shall deliver written notice of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such (the “Drag-Along Shareholder Notice”) to the Company and each Dragged Holder within 150 days after the date of the ROFO Notice. Such Drag-Along Notice shall disclose in reasonable detail the number of Common Shares to be required subject to participate in any escrow relating to such the Drag-Along Transaction in excess of such (the “Drag-Along Shareholder's Pro Rata PortionShares”), the proposed price, the other proposed terms and conditions of the proposed Drag-Along Transaction (including copies of the definitive agreements relating thereto) and the identity of the prospective purchaser. For the avoidance of doubt, the terms and conditions of the proposed Drag-Along Transaction (including the terms and conditions of any stockholder, voting or other ongoing arrangement between the Transferring Holder and the prospective purchaser) must be the same for the Transferring Holder and the Dragged Holder including, without limitation, the same per Common Share purchase price, but excluding any payments under the Consulting Agreements made as a result of any Drag-Along Transaction which will be governed by Section 8(h) hereof.

Drag-Along Rights. If If, at any time prior time, the Founders jointly propose to transfer all of the Common Shares owned by the Founders in a single transaction to a Qualifying Public Equity Offeringthird party (the “Proposed Acquiror”) pursuant to a Qualified Sale (as defined below), Sponsor and its Affiliates intend the Board of Directors of the Company has approved such Qualified Sale, the Founders may cause to effect a Substantial Change be included in such Qualified Sale all, but not less than all, of Control, Sponsor shall have the right to require Common Shares held by each of the other Shareholders by providing to each such other Shareholder a notice (a “Qualified Sale Notice”) of the "Drag-Along Shareholders") proposed Qualified Sale at least 20 days prior to sell the same percentage date proposed for such Qualified Sale, stating the identity of the Proposed Acquiror, the kind and amount of consideration proposed to be paid for the Common Shares to be purchased by the Proposed Acquiror and the other material terms of such Qualified Sale. For purposes of determining the number of Common Stock held Shares outstanding pursuant to the immediately preceding sentence, Common Shares issuable upon the exercise of Warrants, options or other rights to acquire Common Shares, or upon the conversion or exchange of any security outstanding as of the time of delivery of the Qualified Sale Notice, shall not be deemed to be outstanding. In the event the Founders so provide a Qualified Sale Notice with respect to a Qualified Sale, each other Shareholder shall (i) be obligated to transfer all of the Common Shares owned by them relative such Shareholder to the Proposed Acquiror on the terms and conditions set forth in the Qualified Sale Notice and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shareholder's ownership of ’s Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise Shares in favor of such Qualified Sale and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the transactions constituting Founders or the Proposed Acquiror may reasonably require in order to carry out the terms and provisions of this Section 2(c); provided, however that such instruments of conveyance and transfer and such purchase agreements, merger agreements, indemnity agreements, escrow agreements and related documents shall not include any representations or warranties of such Shareholder except such representations and warranties as are ordinarily given by a Substantial Change seller of Control; to waive their appraisal or dissenters' rights securities with respect to such transaction; or otherwiseseller’s authority to sell, participate enforceability of agreements against such seller, such seller’s good title in such Substantial Change of Control securities and each other Shareholder agrees to take any and all reasonably necessary action the good title in furtherance of the foregoing; provided that (a) the consideration such securities to be received acquired at closing by the other Shareholders shall be for the same type and amount per share of consideration received by SponsorProposed Acquiror, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; providedprovided further, however, that CSFB will not be obligated any indemnity provision included in any such instrument, agreement or related document shall only indemnify the Proposed Acquiror with respect to participate in breaches of such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to by such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in , without any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionobligation or liability for contribution.

Drag-Along Rights. If (i) In the event that one or more Initial Stockholders holding at any time prior to least a Qualifying Public Equity Offering, Sponsor majority of the then-issued and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders outstanding Shares (the "“Drag-Along Shareholders"Rightholders”) determine to sell the same percentage cause a bona fide sale of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor (x) all of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control then-issued and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold outstanding Shares then held by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share Rightholders or (as adjusted for Adjustmentsy) all or a substantial portion of the Common Stock consolidated assets of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its subsidiaries, taken as a whole, to any single Third Party Purchaser (or group of related purchasers), whether directly or indirectly or by way of merger, statutory share exchange, recapitalization, reclassification, consolidation, or other business combination transaction or purchase of beneficial ownership (either (x) or (y), a “Sale Transaction”) who shall not include, for the avoidance of doubt, any Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Controlany Drag-Along Rightholders, the Drag-Along Shareholders Rightholders may send written notice (the “Drag-Along Notice”) to the Company and the other Stockholders (the “Drag-Along Sellers”) notifying them they will be required to sell all (but not less than all) of their shares pursuant Shares in such Sale Transaction (or, in the case of an asset sale, vote in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to this Section 4.03. In connection with (i) sell all of its Shares in the Sale Transaction (including a sale of their shares of Common Stock pursuant to this Section 4.03, or merger) contemplated by the Drag-Along Shareholders shall not be required to make any representations Notice on the same terms and warranties other than conditions as the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable Sellers (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action to cause the consummation of such transaction, including voting its Shares in respect favor of such Sale Transaction and not exercising any indemnification appraisal rights in connection therewith. Each Drag-Along Seller further agrees to (A) take all actions (including executing documents) in connection with a transaction effected pursuant to this Section 4.03 (a "the consummation of the proposed Sale Transaction as may reasonably be requested of it by the Drag-Along Transaction"Rightholders, (B) (with respect to such Shareholder's Shareholder Representations) in excess of appoint the consideration received by such Drag-Along Shareholder Rightholders as its attorney-in-fact to do the same on its behalf, and (C) waive any applicable dissenters’ rights, appraisal rights or similar rights in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionconnection therewith.

Drag-Along Rights. If at any time prior to (a) The SLP Investors may give written notice (a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "“Drag-Along Shareholders"Notice”) to sell the same percentage Non-SLP Stockholders that the SLP Investors intend to enter into a transaction or a series of Common Stock related transactions involving the transfer, of not less than fifty percent (50%) of the outstanding Share Equivalents (which Share Equivalents to be transferred may include Share Equivalents held by them relative the Non-SLP Stockholders and/or other holders of Share Equivalents) to such Shareholder's ownership a Person or “group” of Common Stock as Sponsor and its Affiliates are selling Persons (other than to the SLP Investors or an Affiliate of the SLP Investors), whether by merger, tender offer or otherwise (a “Drag-Along Sale”), and, that the SLP Investors desire to cause the Non-SLP Stockholders to participate in such transaction on the same terms and conditions as available to the SLP Investors; provided, however that no Non-SLP Stockholder shall be required to assume any liability or provide indemnification in connection with such Substantial Change of Control; transaction other than (i) liability or indemnification that relates to vote such Common Stockthe ownership of, whether and the ability to transfer, the Share Equivalents being transferred by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights it and (ii) with respect to all other liabilities or indemnification in connection with such transaction; or otherwise, participate its pro rata share on the same terms and conditions as the SLP Investors (based on the number of Share Equivalents being transferred by each Stockholder in such Substantial Change of Control transaction) and each other Shareholder agrees to take provided, further, any and all reasonably necessary action in furtherance waivers by any third party after the consummation of the foregoing; provided that Drag-Along Sale of restrictions or obligations imposed on the SLP Investors and the Co-Investors by such third party pursuant to the terms and conditions of the Drag Along Sale shall extend to all SLP Investors and Co-Investors in the same manner. Such Drag-Along Notice shall also specify (a1) the consideration consideration, if any, to be received by the SLP Investors and the Non-SLP Stockholders and any other Shareholders material terms and conditions of the proposed transaction (which price and other material terms and conditions shall be the same in all material respects for the same type SLP Investors and amount per share the Non-SLP Stockholders), (2) the identity of consideration received by Sponsorthe other Person or Persons party to the transaction, (3) the date of completion of the proposed transaction (which date shall be not less than ten (10) Business Days after the date of the notice) and (b4) after giving effect the action or actions required of each Non-SLP Stockholder in order to complete or facilitate such transactionproposed transaction (including the sale of Share Equivalents held by the Non-SLP Stockholder, Sponsor the voting of all such Share Equivalents in favor of any such merger, consolidation or sale of assets and its Direct Permitted Transferees shall have sold the same percentage waiver of their holdings of Common Stock any related appraisal or dissenters’ rights). If the SLP Investors are transferring less than all of the Company as sold Share Equivalents held by the SLP Investors, then each Non-SLP Stockholder will transfer a number of Share Equivalents equal to the product of the following (the “Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in Portion”): (x) the number of Share Equivalents beneficially owned by such transaction if the consideration per share in such transaction is less than $16.90 per share Non-SLP Stockholder multiplied by (as adjusted for Adjustmentsy) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Controla fraction, the Drag-Along Shareholders will be required to sell all numerator of their shares pursuant to this Section 4.03which is the aggregate number of Share Equivalents being transferred by the SLP Investors and the denominator of which equals the aggregate number of Share Equivalents beneficially owned by the SLP Investors. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess Upon receipt of such Drag-Along Shareholder's Pro Rata PortionNotice, each Non-SLP Stockholder shall be obligated to take the action or actions referred to in clause (4) above. Notwithstanding the foregoing, the Co-Investors may allocate the Drag-Along Portion among all Co-Investors as determined by the Co-Investors such that one or more Co-Investors transfer the number of Share Equivalents required to be transferred pursuant to this Section 3.5 by all Co-Investors as a group.

Drag-Along Rights. If at (i) In the event that Parent (A) proposes to Transfer shares of Common Stock, other than any time prior Transfer to a Qualifying Public Equity Offeringan Affiliate of Parent, Sponsor and its Affiliates intend such shares of Common Stock would represent more than 30% of the then outstanding shares of Common Stock, or (B) desires to effect a Substantial Change of Controlan Exit Event, Sponsor Parent shall have the right to require the other Shareholders (the "“Drag-Along Shareholders") Right”), upon written notice to sell the same percentage Stockholder, to require that Stockholder join pro rata in such sale by selling a pro rata portion of Stockholder’s shares of Common Stock held on substantially the same terms (including with respect to representations, warranties and indemnification) as Parent; provided, however, that (x) any representations and warranties relating specifically to Parent or Stockholder (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by them Parent or Stockholder, as applicable; (y) any indemnification provided by Parent and Stockholder shall be based on the relative purchase price being received by Parent and Stockholder in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (Parent’s and Stockholder’s contributions to such Shareholder's ownership escrow to be on a pro rata basis in accordance with their respective proceeds received from such sale), it being understood and agreed that any such indemnification obligation of Common Stock Parent or Stockholder shall in no event exceed the net proceeds to Parent or Stockholder, as Sponsor applicable, from such proposed Transfer; and its Affiliates are selling in such transaction (z) the form of consideration to be received by Parent in connection with such Substantial Change the proposed sale may be different from that received by Stockholder so long as the value of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for Parent is the same type and amount per share or less than what they would have received had they received the same form of consideration received by Sponsor, and as Stockholder (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold reasonably determined by the Drag-Along Shareholders; providedBoard in good faith). For purposes of this Section 9, however, that CSFB will not be obligated to participate “joining Parent in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and sale” shall include voting its Affiliates are selling all of their shares of Common Stock in connection consistently with such Substantial Change of ControlParent, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their transferring his shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable a corporation organized in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess anticipation of such Drag-Along Shareholder's Pro Rata Portionsale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by Parent and providing such other cooperation as Parent may reasonably request.

Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor (a) MSG shall have the right right, but not the obligation, to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting cause a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock Sale of the Company as sold by in accordance with the Dragterms of this Section 6.5 (an “Approved Sale”) after: (i) the fifth anniversary of the date of this Agreement; or (ii) in the event of a Principal Post-Along ShareholdersYear 5 Put, Principal Pre-Year 5 CoC Put or Principal Post-Year 5 CoC Put; provided, however, that CSFB will in the event MSG is required pursuant to Section 6.3(a)(ii) to give the Principals a right of first offer in order to Transfer its Interests pursuant to Section 6.3, then MSG may not exercise its rights under this Section 6.5 unless the ROFO Period shall have expired without the ROFO Party(ies) exercising their rights to purchase all of MSG’s Offered Securities. MSG shall initiate such action by giving written notice (an “Approved Sale Notice”) to the Company and the Qualified Principals. If MSG delivers an Approved Sale Notice, (x) MSG shall be obligated authorized to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock initiate a process to seek a Sale of the Company paid by CSFB for which definitive documents are entered into within 270 days of the delivery of such Approved Sale Notice and that is consummated within 360 days after delivery of such Approved Sale Notice (an “Approved Sale Period”) and to direct and control all decisions in connection therewith (including the hiring or termination of any investment bank and/or other professional advisers and making all decisions regarding valuation and consideration) and (y) the Company shall participate in, and cooperate in good faith with, such process, in each case as requested by MSG; provided, however, that for so long as the Qualified Percentage Share is at least 21%, (i) unless otherwise agreed by the Principal Base any such investment bank will be a mutually agreed-upon nationally recognized investment bank or, if no investment bank can be mutually agreed upon by both MSG and the Principal Base within 30 days after the date of the Approved Sale Notice, then either of them may request the AAA to select such investment bank from a list of four nationally recognized investment banks (two identified by MSG and two by the Principal Base) submitted to the AAA, and (ii) MSG shall conduct any such process in regular consultation with the Transactions Principals and provided, further, that if Sponsor will keep them reasonably and its Affiliates are selling regularly apprised of all of their shares of Common Stock in connection with material developments related to any such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionprocess.

Drag-Along Rights. (a) If at any time prior any Existing Member or group of Existing Members holding at least a majority of the outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) (collectively, the “Dragging Members”) determine to Transfer or cause to be Transferred, in any single arm’s-length transaction or series of related arm’s-length transactions, Ordinary Shares representing all of the then-issued and outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) then held by the Existing Members to one or more Persons who are unaffiliated bona fide third-party purchasers (a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "“Drag-Along Shareholders"Sale”), then the Dragging Members may elect to require all other Members (the “Dragged Members”) to, and the Dragged Members shall, (i) if such Drag-Along Sale is structured as sale of Ordinary Shares, Transfer, or caused to sell be Transferred, to such Person, concurrently with the same percentage Drag-Along Sale, Preference Shares or Ordinary Shares representing all of Common Stock the Ordinary Shares then held by them relative the Dragged Members (in the case of Preference Shares, assuming the conversion of all Preference Shares into Ordinary Shares) or (ii) if such Transfer is structured as a merger, consolidation or sale of all or substantially all of the assets of the Company, to vote in favor thereof, and otherwise to consent to and raise no objection to such Shareholder's ownership Drag-Along Sale, and the Dragged Members shall waive dissenters’ rights, appraisal rights or similar rights, if any, which the Dragged Members may have in connection therewith; provided that upon the consummation of Common Stock as Sponsor and its Affiliates are selling in such transaction any Drag-Along Sale, (y) before any distribution or payment shall be made to any Dragging Members in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; providedSale, however, each Dragged Member that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder holds Preference Shares shall be liable in respect of any indemnification in connection with a transaction effected pursuant entitled to this Section 4.03 (a "Drag-Along Transaction") (with respect receive the Sale Payment, for each Preference Share it holds that is to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder be Transferred in such Drag-Along Transaction Sale in accordance with the Memorandum and no (z) if such Drag-Along Shareholder Sale is entered into prior to the three year anniversary of the Closing, then the consideration payable to each Dragged Member that holds Preference Shares shall be required payable either (i) solely in cash or Liquid Securities, or (ii) solely to participate the extent holders of Ordinary Shares are receiving securities, other than Liquid Securities, in any escrow relating to such Drag-Along Transaction Sale, then each holder of Preference Shares shall have the option of receiving non-Liquid Securities of either the same class received by holders of Ordinary Shares or in excess the form of such DragAcceptable Securities. For greater certainty, under no circumstances shall any Affiliate of the Company be considered an unaffiliated bona fide third-Along Shareholder's Pro Rata Portionparty purchaser for purposes of this Section 7.

Drag-Along Rights. If at any time any stockholder of the Corporation, or group of stockholders, owning a majority or more of the capital stock of the Corporation (hereinafter, the "Transferring Stockholders") proposes to enter into any transaction involving (i) a sale of more than 50% of the outstanding capital stock of the Corporation in a non-public sale or (ii) any merger, share exchange, consolidation or other reorganization or business combination of the Corporation immediately after which a majority of the directors of the surviving entity is not comprised of persons who were directors of the Corporation immediately prior to such transaction or after which persons who hold a Qualifying Public Equity Offeringmajority of the common stock of the surviving entity are not persons who held a majority of the voting capital stock of the Corporation immediately prior to such transaction, Sponsor and its Affiliates intend the Corporation may require Grantee to effect a Substantial Change participate in such transaction by giving Grantee written notice thereof at least ten days in advance of Controlthe date of the transaction or the date that tender is required, Sponsor shall have as the right case may be (hereinafter referred to require the other Shareholders (as the "Drag-Along ShareholdersDate") ). Notwithstanding anything herein to sell the same percentage of Common Stock held contrary and without Grantee's consent, if such notice is provided to Grantee, then the outstanding Option, or a portion thereof, as determined by them relative to such Shareholder's ownership of Common Stock as Sponsor the Corporation in its sole discretion and its Affiliates are selling specified in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor the written notice of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage terminate effective as of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; providedDate, howeverand shall be of no further force or effect thereafter, that CSFB will not be obligated provided that, in consideration therefor, Grantee receives from the Corporation, the acquiror or the Corporation's successor, an aggregate amount equal to participate in such transaction if the consideration product of (i) the number of shares of Stock as to which the Option so terminates, multiplied by (ii) the difference between (1) the Exercise Price per share in such transaction is less than $16.90 under the Option and (2) the price the Transferring Stockholders receive per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03the terms of the transaction, adjusted as determined by the Drag-Along Shareholders shall not be required Administrator to make any representations and warranties other than reflect the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (fact that the Exercise Price with respect to the Option has not, in fact, been paid. The payment of such Shareholder's Shareholder Representations) in excess amount to Grantee shall be made either upon the same terms and conditions as those applicable to the Transferring Stockholders with respect to their Stock pursuant to the terms of the consideration received by such Drag-Along Shareholder transaction or via delivery of immediately available funds within thirty days following the transaction, as determined in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess the sole discretion of such Drag-Along Shareholder's Pro Rata Portionthe payor.

Drag-Along Rights. (a) If at any time prior to (i) the holders of a Qualifying Public Equity Offeringmajority of the issued and outstanding Class A Preferred Shares and (ii) the holders of a majority of the issued and outstanding Common Shares (together with the holders described in immediately preceding clause (i), Sponsor and its Affiliates intend the “Initiating Holders”), propose to effect (or to cause the Company to effect) a Substantial Change Sale Event, the Initiating Holders may deliver a notice (a “Sale Event Notice”) to all of Control, Sponsor shall have the right to require the other Shareholders Security Holders stating that the Initiating Holders propose to effect (or to cause the Company to effect) such transaction (the "Drag-Along Shareholders") “Sale Event Notice Transaction”), and specifying the name and address of the proposed parties to sell such transaction and the same consideration payable in connection therewith. Upon receipt of a Sale Event Notice, each Security Holder shall be obligated to Transfer all Shares owned by it in such Sale Event (or, in the case of such a Sale Event involving a sale of less than all of the outstanding Shares, a percentage of Common Stock held the Shares owned by them relative it equal to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor the percentage of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as Initiating Holders’ Shares being sold by the Drag-Along ShareholdersInitiating Holders), for a price and, subject to Section 3.8(c) below, on other terms and conditions not less favorable to the Security Holder than to the Initiating Holders; provided, however, that CSFB will not the price may be obligated different for each of the Company’s classes of stock to the extent that such difference is consistent with the liquidation preferences of such classes of stock set forth in the Articles; provided further, however, that, with respect to any Shares for which a Security Holder holds unexercised stock options or other convertible security with an associated exercise price, the price per such Share shall be reduced by the exercise price of such security or, if required pursuant to the terms of such security, such Security Holder shall pay the exercise price therefor prior to the closing of the Sale Event Notice Transaction, and shall transfer Common Shares in the Sale Event Notice Transaction; provided further, however, that no Security Holder shall be entitled to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock any rollover or re-investment arrangement in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03Sale Event. In connection with addition to selling its Shares, each Security Holder shall take all other necessary action to cause the sale of their shares of Common Stock pursuant Company to this Section 4.03consummate the proposed Sale Event, including, to the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In additionextent necessary, no Drag-Along Shareholder shall be liable voting all such Security Holder’s Shares in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess favor of such Drag-Along Shareholder's Pro Rata Portiontransaction.

Drag-Along Rights. If In the event that the Company receives a bona fide purchase offer from a non-affiliate of the Company (an “Offeror”) seeking to purchase the Company’s outstanding equity, and (i) the Company’s Board of Directors and (ii) Holders of not less than 50% of the Conversion Shares consent to such purchase, all Holders of Conversion Shares shall sell their Conversion Shares (as Preferred Stock if such Preferred Stock has not yet been converted) to such offeror at any time the price so approved. At least twenty (20) but not more than ninety (90) days prior to any transfer to an Offeror (a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "“Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common StockTransfer”), whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by shall provide to the Holders a notice (a “Drag-Along Shareholders; providedNotice”) delivered to the Holders at their address set forth in the Purchase Agreement, however, that CSFB will not be obligated to participate in such transaction if explaining the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions terms and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess conditions of such Drag-Along Shareholder's Pro Rata PortionTransfer (including the consideration to be paid), identifying the name and address of the Offeror and indicating the date that is fifteen (15) days after the mailing of the Drag-Along Notice (the “Response Date”). If such Drag-Along Notice is sent, then, on or before the Response Date, each Holder that consents to the Drag-Along Transfer shall provide written notice of such consent (the “Consent Notice”) to the Company. Any Consent Notice may be revoked prior to the Response Date by sending an additional writing explicitly revoking such Consent Notice. If the Company receives unrevoked Consent Notices from the requisite Holders on or before the Response Date or any extension by the Company thereof (not to exceed thirty days), the Company shall promptly send a second notice to all Holders informing the Holders that the requisite Holders delivered Consent Notices. If requisite Holders deliver Consent Notices on or prior to later of the Response Date or any such extension, the purchase of all Conversion Shares shall be deemed to have been made on the closing of the Drag-Along Transfer (the “Closing Date”) without further action by the Company or any Holder. Any share certificates for Conversion Shares held by any Holder shall be deemed cancelled on the Closing Date and each Holder shall promptly forward such certificate, duly endorsed for transfer, to the Company upon the written request of the Company. Upon consummation of the Drag-Along Transfer, the Company shall remit or arrange for direct transfer to each Holder that portion of the sale proceeds to which such Holder is entitled as a result of the Drag-Along Transfer.

Drag-Along Rights. If at (a) Subject to Section 3.03, if (i) any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders Stockholder or Stockholders (the "“Drag-Along Shareholders"Seller”) propose to sell the same percentage Transfer a number of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold Securities owned by the Drag-Along Shareholders; providedSeller in a single transaction or in a series of Related Transactions (a “Drag-Along Sale”) to a Third Party (a “Drag-Along Transferee”) in a bona fide sale (including by way of purchase agreement, howevertender offer, that CSFB will not be obligated to participate in merger or other business combination transaction or otherwise, (ii) after such transaction if the consideration per share in Transfer, such transaction is less than $16.90 per share (as adjusted for Adjustments) Drag-Along Transferee would Beneficially Own at least 66 2/3 % of the outstanding Common Stock Shares, (iii) a resolution has been duly passed by the Board approving the Drag-Along Sale as being fair to all Stockholders and (iv) the Drag-Along Sale has been approved by Stockholders holding at least a majority of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of then outstanding Common Stock in connection with such Substantial Change of ControlShares, the Drag-Along Shareholders will be required to Seller may at its option (A) sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, Securities owned by the Drag-Along Shareholders shall not be required to make any representations Seller and warranties (B) require all Stockholders other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 Seller (a "the “Drag-Along Transaction"Stockholders”) (with respect to such Shareholder's Shareholder Representations) in excess Transfer all of the consideration received Securities owned by such each Drag-Along Shareholder Stockholder for the same consideration per Common Share (on an as-converted basis and net of any exercise price payable) and otherwise on the same terms and conditions as the Drag-Along Seller in such Drag-Along Transaction and no Sale]. The Drag-Along Seller shall provide written notice, in the form of Exhibit C hereto, of such Drag-Along Shareholder Sale to the Drag-Along Stockholders (a “Drag-Along Sale Notice”) not more than 60 days and not less than 10 Business Days prior to the proposed date of consummation of the Drag-Along Sale. The Drag-Along Sale Notice shall identify the Transferee, the consideration for which a Transfer of Securities is proposed to be made and all other material terms and conditions of the Drag-Along Sale. Each Drag-Along Stockholder shall be required to participate in any escrow relating the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender all its Securities as set forth in this Section 3.02. Not later than 5 Business Days after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Drag-Along Stockholders shall deliver to the Company the certificates representing the Securities of such Drag-Along Stockholder to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Company to Transfer such Securities on the terms set forth in the Drag-Along Notice and wire transfer or other instructions for payment or delivery of the consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Securities pursuant to this Section 3.02(a) at the closing for such Drag-Along Sale against delivery to such Drag-Along Transaction in excess Stockholder of such the consideration thereto. If a Drag-Along Shareholder's Pro Rata PortionStockholder should fail to deliver such certificates to the Company, the Company (subject to reversal under Section 3.02(b)) shall cause the books and records of the Company to show that such Securities are bound by the provisions of this Section 3.02(a), and that such Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

Drag-Along Rights. (a) If at any time prior to the Sponsor Group receives an offer from a Qualifying Public Equity Offering, Sponsor and its Affiliates intend Third Party to effect or otherwise proposes to effect with a Substantial Third Party a transaction that would constitute a Change of Control, Sponsor shall have the right to require the other Shareholders in Control or a Walgreens Acquisition (the "a “Drag-Along Shareholders"Sale”), then each member of the Management Stockholder Group hereby agrees that, upon the request of the Sponsor Group pursuant to a written notice (the “Drag-Along Sale Notice”) provided by the Sponsor Group at least ten (10) Business Days prior to the proposed consummation of such Drag-Along Sale (the “Drag-Along Notice Date”), such member shall sell the same percentage a number of Common Stock held Shares owned by them relative him, her or it to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling Third Party in such transaction an amount (which amount shall be determined in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor the sole discretion of the transactions constituting a Substantial Change Sponsor Group) up to the product (rounded to the nearest whole number) of Control; (i) the quotient determined by dividing (A) the total number of shares of Stock and Stock Equivalents that are proposed to waive their appraisal or dissenters' rights with respect be sold by the Sponsor Group to such transaction; or otherwise, participate the Third Party purchaser in such Substantial Change the contemplated Drag-Along Sale by (B) the total number of Control shares of Stock and each other Shareholder agrees to take any and all reasonably necessary action in furtherance Stock Equivalents owned by the Sponsor Group as of the foregoing; provided that (a) close of business on the consideration day immediately prior to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along ShareholdersNotice Date, and (ii) the total number of Shares owned, or issuable upon exercise of any vested Stock Equivalents that are exercisable (or would become vested and exercisable as a result of the contemplated Drag-Along Sale, if any), by such member as of the close of business on the day immediately prior to the Drag-Along Notice Date, at the same price per share of Stock and upon substantially the same terms and conditions of the offer so accepted by the Sponsor Group, including representations, warranties, covenants, agreements and indemnities substantially similar to those to be made by the Sponsor Group (except that, (I) in the case of representations and warranties pertaining specifically to the Sponsor Group, each member of the Management Stockholder Group shall make comparable representations and warranties pertaining specifically to himself, herself or itself and (II) if the Drag-Along Sale involves any non-cash consideration, any rights or restrictions with respect to the non-cash consideration payable to each member of the Management Stockholder Group shall be proportionate to the relative size of ownership of such non-cash consideration, but shall not include any demand registration rights or board seats, consent rights or other governance rights); provided, howeverthat (x) all representations, that CSFB will warranties, agreements, covenants and indemnities shall be made by the Sponsor Group and the members of the Management Stockholder Group severally and not be obligated jointly, and (y) the maximum liability a member of the Management Stockholder Group shall have with respect to participate in breaches thereof shall not exceed the value (at such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustmentstime) of the Common Stock of the Company paid aggregate proceeds received by CSFB such member in connection with the Transactions and Drag-Along Sale; provided, further, that if any such liability of such member shall be satisfied first by the return of any cash proceeds received by such member (including the cash proceeds from the sale of any securities or other non-cash consideration received by such member) and second by the return of any non-cash consideration (including securities) received by such member. Upon the Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, Group providing the Drag-Along Shareholders will Sale Notice, in the event that a member of the Management Stockholder Group does not hold a sufficient number of Shares to meet its obligations under this Section 3(a), then a sufficient number of Stock Equivalents (that are vested and exercisable at any time up to and including the date immediately prior to the consummation of the Drag-Along Sale) shall be exercised by such member (which may be performed by using a net exercise method if approved by the Board or a committee thereof) to cover any such shortfall and the Shares issued upon such exercise shall be subject to the drag-along rights set forth in this Section 3(a). Any such Stock Equivalents that are required to sell all of their shares be exercised to cover such shortfall but are not so exercised pursuant to this Section 4.033(a) shall automatically be cancelled without any consideration paid therefor. In connection the event that a member of the Management Stockholder Group does not have a sufficient number of such Stock Equivalents to cover such shortfall, such member shall exercise all such Stock Equivalents then held by such member in full satisfaction of its obligations with the sale of their shares of Common Stock pursuant respect to this Section 4.03, the Drag-Along Shareholders shall not Sale (which may be required to make any representations and warranties other than performed using a net exercise method if approved by the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with Board or a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portioncommittee thereof).

Drag-Along Rights. If at any time prior to In the event of an Acquisition in which the holders of a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) majority of the Common Stock of the Company paid by CSFB in connection with (the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, “Approving Holders”) exercise the Drag-Along Shareholders will Right (as defined below), the Purchaser shall be required obligated to sell and shall, upon the written request of such Approving Holders: (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the third-party buyer a pro rata portion of Shares held by the Purchaser, on the same terms applicable to the Approving Holders and/or (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting all Shares held by the Purchaser in favor of their shares pursuant any Acquisition approved by the Approving Holders and executing any purchase agreements, merger agreements, escrow agreements or related documents, as the third-party buyer may reasonably require and that such Approving Holders shall have executed, in order to carry out the terms and provisions of this Section 4.03. In connection with 3.5 (the sale of their shares of Common Stock pursuant to this Section 4.03, the “Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder RepresentationsRight”). In additionIN FURTHERANCE OF THE FOREGOING, no DragFOR PURPOSES OF ANY ACQUISITION IN WHICH THE APPROVING HOLDERS ARE ENTITLED TO, AND DO, EXERCISE THE DRAG-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 ALONG RIGHT, THE PURCHASER HEREBY GRANTS TO THE DESIGNEE OF THE APPROVING HOLDERS AN IRREVOCABLE PROXY TO VOTE THE SHARES HELD BY THE PURCHASER IN FAVOR OF ANY ACQUISITION FOR WHICH THE DRAG-ALONG RIGHT IS APPLICABLE HEREUNDER. SUCH PROXY IS COUPLED WITH AN INTEREST AND IS VALID FOR A PERIOD OF TEN (a "Drag-Along Transaction"10) (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionYEARS FROM THE DATE OF THIS AGREEMENT.

Drag-Along Rights. If at (a) lf (a) a majority of the members of the Company’s Board of Directors and (b) the Requisite Investors approve a sale of the Company or all or substantially all of the Company’s assets, whether by means of a merger, consolidation, sale of stock, sale of assets or otherwise (collectively, a “Sale of the Company”), all Holders shall consent to and vote their Shares in favor of the Sale of the Company, and if the Sale of the Company is structured as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, each Holder shall waive any time prior to a Qualifying Public Equity Offeringdissenters’ rights, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction appraisal rights or similar rights in connection with such Substantial Change merger, consolidation or asset sale, or (ii) a sale of Controlthe stock of the Company, the Holders shall agree to sell their Shares on the terms and conditions approved by (x) a majority of the members of the Company’s Board of Directors and (y) the Requisite Investors; provided, however, that, (A) all proceeds from such Sale of the Company shall be payable to vote such the holders of the Company’s capital stock in accordance with the Certificate of Incorporation, including, without limitation, Article 4B, Paragraph 3 thereof, which entitles the holders of Convertible Preferred Stock to a liquidation preference payment and other rights set forth therein, except that, at the discretion of the Company’s Board of Directors, holders of shares of Common Stock that are unvested on the date that the Sale of the Company is consummated may receive, in lieu of proceeds from the Sale of the Company and in exchange for their unvested shares of Common Stock, whether by proxy, voting agreement unvested securities or otherwise in favor options to acquire securities of the transactions constituting a Substantial Change entity surviving the Sale of Control; the Company on an equitable basis, (B) except as set forth in the preceding clause (A), the terms of such Sale of the Company applicable to waive holders of shares of each series of Convertible Preferred Stock, in their appraisal or dissenters' rights with respect capacities as holders thereof, shall be no less favorable than the terms applicable to such transaction; or otherwise, participate the holders of all other series of Convertible Preferred Stock in their capacities as holders thereof and (C) if the Requisite Investors are given the option to choose the form of consideration to be received in such Substantial Change Sale of Control the Company on its Stock, the obligations of a Holder to approve the Sale of the Company under this Section 7 shall be conditioned upon such Holder having received the same option. Subject to the terms and conditions of Section 7(b), each other Shareholder agrees Holder hereby irrevocably constitutes and appoints the Company and any representative or agent thereof with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Holder and in the name of such Holder or in its own name, for the purpose of carrying out the terms of this Section 7, to take any and all reasonably appropriate action and to execute any and all documents and instruments which may be necessary action in furtherance or desirable to accomplish the purposes of the foregoing; provided this Section 7. Such Holder hereby ratifies all that (a) the consideration said attorneys shall lawfully do or cause to be received done by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionvirtue hereof.

Drag-Along Rights. If at any time prior to after thirty-six (36) months from the Closing, a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have Trade Sale which values the right to require the other Shareholders Company at no less US$3 billion (the "“Approved Sale”) is approved by (i) the Preferred Majority (which, for the purpose of this Section 5.1, shall include Tencent, in the event the acquirer is a Tencent Competitor, and shall include CMC Holdings, in the event the acquirer is a CMC Competitor); and (ii) holders of at least two-thirds (2/3) of the Ordinary Shares (voting together in a single class) (together with the Preferred Majority, the “Drag-Along Shareholders"”), then upon written notice from the Drag-Along Shareholders, each of the other Shareholders of the Company (the “Dragged Shareholders”) to sell shall (i) vote, or give its written consent with respect to, all the same percentage of Common Stock Shares held by them relative in favor of such proposed Approved Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Approved Sale; (ii) sell, transfer, and/or exchange, as the case may be, all of their Shares in such Approved Sale to such Shareholder's ownership purchaser; (iii) refrain from exercising any dissenters’ rights or rights of Common Stock as Sponsor and its Affiliates are selling in such transaction appraisal under applicable Law at any time with respect to or in connection with such Substantial Change of Controlproposed Approved Sale; and (iv) take all actions reasonably necessary to vote such Common Stockconsummate the proposed Approved Sale. If any Dragged Shareholder does not elect to vote, whether or give its written consent with respect to, all the Shares held by proxy, voting agreement or otherwise them in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwiseproposed Approved Sale, participate in such Substantial Change of Control and each other Dragged Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for obliged to purchase all the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold Shares held by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate Shareholders at the price and terms offered by the potential purchaser in such transaction if proposed Approved Sale (each a “Potential Purchaser”). Notwithstanding any provision to the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Controlcontrary, the Drag-Along Shareholders will be required share transfer restrictions of Section 3 of this Agreement shall not apply to sell all of their shares any transfers made pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion5.

Drag-Along Rights. (a) If at any time prior to (1) the Board approves a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor Sale of the transactions constituting Company or the Company's stockholders receive a Substantial Change of Control; to waive their appraisal or dissenters' rights tender offer (other than a self tender) with respect to a majority of the issued and outstanding Common Stock and (2) each Major Stockholder that owns 10% or more of the issued and outstanding Common Stock votes or consents in writing to such transaction; Sale of the Company or otherwiseagrees in writing to so vote or consent or, participate if applicable, tenders pursuant to such tender offer all (but not less than all) Common Stock of which such Major Stockholder is a Beneficial Owner (any Sale of the Company or tender offer that meets the requirements set forth in such Substantial Change clauses (1) and (2), an “Approved Sale”), then, promptly after the satisfaction of Control both conditions, Major Stockholders that individually own 10% or more of the issued and outstanding Common Stock at the time of the Board approval, acting jointly with each other Shareholder agrees to take any and all reasonably necessary action in furtherance such Major Stockholder (or individually if there is only one Major Stockholder owning 10% or more of the foregoing; provided issued and outstanding Common Stock at such time), may issue a written notice to all Other Stockholders stating that the transaction constitutes an Approved Sale and specifying the material terms of such Approved Sale (a) the “Company Transaction Notice”). From and after the date on which any Other Stockholder is in receipt of the Company Transaction Notice, such Other Stockholder shall vote for (whether at a meeting of stockholders or by written consent), cooperate with and raise no objections against, waive any dissenters rights, appraisal rights or similar rights, not otherwise impede, delay or dispute such Approved Sale and, in the case of a tender offer that constitutes an Approved Sale, tender their Common Stock in accordance with the terms of the tender offer. In the event that any Other Stockholder fails to comply with the terms of this Section 2.4(a), such Other Stockholder shall not be entitled to receive the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsorwhich he, and (b) after giving effect to she or it is entitled until such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionOther Stockholder so complies.

Drag-Along Rights. If at any time prior Notwithstanding the provisions of Section 2.01 and without first offering its shares of Common Stock to TPG as contemplated by Section 2.03(c), if TPG executes a binding agreement to transfer all of its shares of Common Stock to a Qualifying Public Equity OfferingPerson making a Bona Fide Offer, Sponsor then each of the Retaining Stockholders shall transfer, subject to the terms and its Affiliates intend conditions set forth below, at the sole election of TPG (exercisable by delivery to effect each of the Retaining Stockholders of a Substantial Change copy of Control, Sponsor shall have the right to require the other Shareholders (the "such binding agreement and a Drag-Along Shareholders") Notice at least 20 days prior to sell the same percentage closing date specified in such Notice), all of its shares of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoingPerson; provided that (ai) each of the Retaining Stockholders shall receive from such Person the same per share consideration to be paid to TPG in such transaction, (ii) the consideration received in such transaction shall be the same as the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect paid to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate TPG in such transaction if and (iii) the consideration per share in such closing of any transaction is less than $16.90 per share (as adjusted for Adjustments) effected pursuant to this Section 2.05 shall be conditioned on the simultaneous purchase of the TPG's shares of Common Stock of the Company paid by CSFB in connection with the Transactions Stock; and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will Retaining Stockholders shall not be required obligated to sell all of their shares pursuant to this Section 4.03. In connection with the sale of transfer their shares of Common Stock pursuant to this Section 4.032.05 if at the time of TPG's transfer pursuant to such agreement (prior to giving effect thereto) TPG beneficially owns less than 40% of the voting power of the Company. Notwithstanding the foregoing, in the Drag-Along Shareholders event any Retaining Stockholder breaches its obligations under this Section 2.05 or, in the event that any representation and warranty of such Retaining Stockholder contained in the purchase agreement with the Person making the Bona Fide Offer is not true and correct as of the date made or as of the proposed closing date or such Retaining Stockholder shall fail to perform any covenant or agreement contained in such agreement or such Retaining Stockholder shall otherwise breach its obligations under such agreement and, in each case, such misrepresentation, breach or failure to perform such covenant or agreement results in the nonsatisfaction of a condition precedent to such agreement (and the Person making the Bona Fide Offer does not waive such condition precedent), TPG shall be free to sell its shares of Common Stock to such Person without liability to any Retaining Stockholder under this Agreement and such sale shall not be required to make limit or waive in any representations and warranties other than the Shareholder Representations. In additionrespect any claim, no Drag-Along Shareholder shall be liable right or cause of action that TPG may have against such Retaining Stockholder in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionbreach.

Drag-Along Rights. If (a) If, at any time prior following the date hereof, the Lead Trivest Investor shall enter into an agreement to sell, in a Qualifying Public Equity Offeringsingle transaction or a series of transactions, Sponsor and its any of the Restricted Securities at the time owned by (and/or purchasable by) the Lead Trivest Investor to any Person or group of Persons who are not Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require Company or any of the other Shareholders Trivest Investors (the "Drag-Along ShareholdersBuyer") (including, without limitation, a sale of the Company by merger, consolidation, sale of all or substantially all of its assets, sale of all of the outstanding Company Common Stock or otherwise), then the Lead Trivest Investor may require each holder of Restricted Securities (the "Remaining Holders") to sell all of the Restricted Securities owned by (and/or purchasable by) such Remaining Holders to the Buyer contemporaneously with the sale by the Lead Trivest Investor and at the same percentage price per share and on the same terms and conditions as are applicable to the Restricted Securities to be sold by the Lead Trivest Investor; provided, that if the Lead Trivest Investor is selling less than all of Common Stock held Restricted Securities owned by them relative (and/or purchasable by) it, each Remaining Holder shall sell an Applicable Percentage of the Restricted Securities owned by (and/or purchasable by) such Remaining Holder; provided, further, that, notwithstanding anything to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling the contrary herein, the Institutional Investor shall not be required in connection with any such transaction to make any representation or warranty other than those relating to the Institutional Investor's power and authority to effect such transfer without contravention of any of its organizational documents or any agreement, document, instrument, judgment, decree, order, law, statute, rule or regulation applicable to it or to any of its properties and as to the Institutional Investor's title to the Restricted Securities to be transferred by it being free and clear of liens (other than liens created hereby or liens of general applicability arising under applicable Securities laws); provided, further, that, notwithstanding anything to the contrary herein, the Institutional Investor shall be obligated to indemnify the proposed transferee or transferees upon the same terms and conditions as are applicable to the indemnification given by the Lead Trivest Investor in connection with such Substantial Change of Control; proposed transfer so long as (i) all indemnification obligations are several, and not joint and several, among all transferors in proportion to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor the consideration paid to each transferor and (ii) the maximum obligation of the transactions constituting Institutional Investor shall not exceed the net cash proceeds actually received by it as a Substantial Change result of Control; such transfer. Without limitation as to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion.Remaining Holders shall

Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders person or entity (the "“Offeror”) offers to purchase all of the Company’s outstanding shares in any Acquisition Transaction (as defined in Article 124 of the Restated Articles) or Sale of Assets (as defined in Article 124 of the Restated Articles) and Shareholders holding at least (i) a majority of the aggregate number of the Company’s outstanding Ordinary Shares and (ii) a majority of the aggregate number of the Company’s outstanding Preference Shares, with such Preference Shares voting together on as-converted basis and not as a separate series, (the “Accepting Shareholders”) accept such offer, the Accepting Shareholders are entitled to give all (but not less than all) of the remaining shareholders (“Remaining Shareholders”) a written notice (“Drag-Along Shareholders"Notice”) and require each Remaining Shareholder to sell to the Offeror all of the Ordinary Share and/or Preference Shares held by each such Remaining Shareholder at the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor price and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for on the same type terms and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by conditions specified in the Drag-Along Notice. The Drag-Along Notice shall specify (i) the identity of the Offeror; (ii) the price payable for each class or series of the Company’s shares; and (iii) all other material terms and conditions of the offer made by the Offeror. Such Drag-Along Notices shall be delivered by the Accepting Shareholders to the Company to the attention of the Company’s Chief Executive Officer and General Counsel, and the Company shall thereupon cause such notices to be transmitted to each Remaining Shareholders at its registered address maintained with the Company. Charges for such transmittal shall be against the account of the Accepting Shareholders; provided, howeverwho will be required to indicate the method of transmission to be used by the Company in this regard (e.g., that CSFB will regular post, express courier, etc.). The Company may require advance payment of funds from the Accepting Shareholders to cover the costs of transmitting such notices. In furtherance of a sale of the shares of the Company pursuant to this Section 5.1 and Article 31 of the Restated Articles, the Company is authorized to sell the Ordinary Shares and/or Preference Shares held by the Remaining Shareholders on behalf of the Remaining Shareholders, and pursuant to such authorization, may execute all documents necessary to effectuate the sale and transfer of such shares on behalf of the Remaining Shareholders. Notwithstanding the foregoing provisions of this Section 5.1, the Remaining Shareholders shall not be obligated to participate sell their Ordinary Shares and/or Preference Shares, and the Company shall not be authorized to sell the Ordinary Shares and/or Preference Shares held by the Remaining Shareholders in such transaction accordance with the preceding sentence, if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) Accepting Shareholders do not complete the sale of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock Ordinary Shares and/or Preference Shares to the Offeror on the same terms and conditions specified in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Notice. This Section 4.03. In connection with 5.1 shall terminate upon the sale of their shares of Common Stock pursuant to this Section 4.03, earlier of: (i) the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with Company’s IPO; or (ii) a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionMerger.

Drag-Along Rights. If In the event of any proposed Transfer of shares of Common Stock by any of the Existing Shareholders in any transaction, or a series of related transactions, involving shares of Common Stock aggregating at least 51% of the Fully Diluted Number of shares Common Stock to any time prior other Person (such other Person being hereinafter referred to a Qualifying Public Equity Offeringas the "Proposed Purchaser"), Sponsor pursuant to an arms-length negotiation and its Affiliates intend other than pursuant to effect a Substantial Change of Controlan Exempt Transfer, Sponsor the Existing Shareholders shall have the right to require each holder of Warrants and Warrant Shares to transfer to the other Proposed Purchaser a number of Warrant Shares (and/or Warrants exercisable for a number of Warrant Shares) owned by such holder equal to (1) the total number of shares (including the number of shares of Common Stock issuable upon the exercise of Warrants) owned by such holder, multiplied by (2) a fraction, the numerator of which is the number of shares to be sold by the Existing Shareholders to the Proposed Purchaser and the denominator of which is the total number of shares then owned by the Existing Shareholders. Any Warrants or Warrant Shares purchased from holders of Warrants pursuant to such provision shall be paid for at the same price per security and upon the same terms and conditions of such proposed transfer by such Existing Shareholders; provided, that the price to be paid by the Proposed Purchaser shall equal the price proposed to be paid per Warrant Share for which such Warrant is exercisable less the exercise price of such Warrant. The Company or the Existing Shareholder proposing to engage in such Transfer shall notify, or cause to be notified, each holder of Warrants in writing of each such proposed transfer at least 15 days prior to the date thereof. Such notice shall set forth (1) the name of the Proposed Purchaser and the number of shares of Common Stock proposed to be transferred, (2) the name and address of the Proposed Purchaser, (3) the proposed amount of consideration and terms and conditions of payment offered by such Proposed Purchaser (if the proposed consideration is not cash, the notice shall describe the terms of the proposed consideration) and (4) that the Proposed Purchaser has been informed of the "Drag-Along Shareholders") Right" and has agreed to sell purchase the Warrants or Warrant Shares in accordance with the terms of the Agreement or that the selling Existing Shareholders will make such purchase. In the event that the Proposed Purchaser does not purchase Warrants or Warrant Shares from holders of Warrants on the same percentage of Common Stock held by them relative to terms and conditions as purchased from the Existing Shareholders, then the Existing Shareholders making such Shareholder's ownership of Common Stock as Sponsor Transfer shall purchase such Warrants and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction Warrant Shares if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionTransfer occurs.

Drag-Along Rights. If at any time prior the Class A Member desires to Transfer all of its Company Interest to a Qualifying Public Equity Offeringthird party purchaser and has complied in all respects with its obligations under the provisions of this Section 7.4, Sponsor and its Affiliates intend then, in such event, the Class A Member may elect to effect a Substantial Change cause the Class B Members to include in such sale to the third party purchaser all of Control, Sponsor shall have the right to require the other Shareholders Class B Members’ Company Interests (the "Drag-“Class B Drag Along Shareholders"Portion”). The sale of the Class B Drag Along Portion shall be at the same price and in the same consideration and on the same terms and conditions as set forth in the Transferee Terms (including the date for the closing of such sale) and in any case on terms no less favorable to Class B Members than to the Class A Member. Any election pursuant to this Section 7.4(c)(ii) to sell include the same percentage of Common Stock held Class B Drag Along Portion in the sale (a “Drag Along Notice”) shall be set forth in the Transferee Terms or the Tag Along Sale Notice given by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction the Class A Member in connection with such Substantial Change of Control; to vote Transfer. In connection with any such Common StockDrag Along Notice, whether by proxy, voting agreement or otherwise the Class B Members will execute and deliver all related documentation and take such other action in favor support of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all Transfer as shall reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received requested by the other Shareholders shall be for Class A Member in order to carry out the same type terms and amount per share provision of consideration received by Sponsorthis Section 7.4(c)(ii), including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (b) after giving effect to such transactionfree and clear of impermissible liens, Sponsor claims and its Direct Permitted Transferees shall have sold encumbrances), and any similar or related documents. In the same percentage of their holdings of Common Stock of event that the Company as sold by the Drag-Along Shareholders; providedClass A Members, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change Transfer, appoint a representative for the Members (the “Representative”) with respect to matters affecting the Members under the applicable definitive transaction agreements following consummation of Controlsuch Transfer, the Drag-Along Shareholders will be required Class B Members agree (x) to sell all consent to (i) the appointment of their shares pursuant to this Section 4.03. In connection with such Representative, (ii) the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect establishment of any indemnification applicable escrow, expense or similar fund in connection with a transaction effected pursuant any indemnification or similar obligations, and (iii) the payment of such Representative’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to this Section 4.03 such Representative in connection with such Representative's services and duties in connection with such Transfer and its related service as the representative of the Member, and (a "Drag-Along Transaction"y) (not to assert any claim or commence any suit against the Representative or any other Member with respect to such Shareholder's Shareholder Representations) any action or inaction taken or failed to be taken by the Representative in excess of connection with its service as the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionRepresentative, absent fraud, willful misconduct or gross negligence.

Drag-Along Rights. If at any time prior to (a) Within five (5) days after the receipt by the Company of a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") Notice, the Company shall forward such Drag-Along Notice to sell the same percentage Members. Each Member shall, and shall cause each of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction to, cooperate in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along ShareholdersSale and take all steps reasonably necessary or reasonably requested by Holdco, the Company, and the Drag-Along Purchaser to consummate the Drag-Along Sale on the Drag-Along Terms (including by waiving any appraisal or dissenter’s rights that may exist under any applicable law, voting for or consenting to any merger, consolidation, sale of assets or similar transaction, executing any purchase agreements, merger agreements, escrow agreements or related documents, including instruments of Transfer and providing customary several, but not joint, representations, warranties and indemnities concerning such Member’s valid ownership of its Class A Units, free and clear of all Liens and encumbrances (other than those arising under applicable securities laws or in connection with the Drag-Along Sale) and such Member’s authority, power, and right to enter into and consummate agreements relating to such transactions without violating any applicable law or other agreement; provided, however, that CSFB will such agreements, documents or instruments shall not be obligated to participate in such transaction if contain any non-competition or similar restrictive covenants. Without limiting the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) generality of the Common Stock immediately preceding sentence, each Member shall, subject to the provisions of the Company paid by CSFB any definitive agreement (including any limitations on indemnification set forth therein) entered into in connection with a Drag-Along Sale, indemnify, defend and hold harmless the Transactions and providedDrag-Along Purchaser in any Drag-Along Sale, further, that if Sponsor and its Affiliates are selling all pro rata in accordance with the amount of their shares of Common Stock consideration received by such Member in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell Sale as a proportion of the aggregate amount of consideration received by all Members together with all members of their shares pursuant to this Section 4.03. In Holdco (excluding the Company) in connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the such Drag-Along Shareholders shall not be required to make Sale, from and against any representations losses, damages and warranties other than liabilities arising from or in connection with (i) any breach of any representation, warranty, covenant or agreement of Holdco or the Shareholder Representations. In addition, no Company in connection with such Drag-Along Shareholder shall be liable in respect of Sale, and (ii) any other indemnification obligation in connection with a transaction effected pursuant to this Section 4.03 (a "such Drag-Along Transaction") (with respect Sale relating to such Shareholder's Shareholder Representations) in excess the business or potential liabilities of the Company or Holdco and its Subsidiaries; provided, that (A) such indemnification obligation shall be several and not joint, and (B) the aggregate maximum amount of such indemnification obligation shall not exceed the amount of consideration received by such Drag-Along Shareholder Member with respect to its Class A Units in connection with such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionSale.

Drag-Along Rights. If the holder(s) of at any time prior to least fifty percent (50%) of the voting power of the then issued and outstanding Shares of the Company (calculated on a Qualifying Public Equity Offeringfully diluted and as-converted basis) including the Founder Parties and the Series C Investors (together, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") collectively approve the sale of Shares or a Trade Sale (each, an "Approved Sale") to sell a bona fide third-party potential purchaser (the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of "Potential Purchaser") any time after the transactions constituting Closing at a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock valuation of the Company as sold by exceeding RXX 00 billion or the equivalents in other currency, then upon written notice from the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) each of the Common Stock other shareholders of the Company paid (the "Dragged Shareholders") shall (i) vote, or give its written consent with respect to, all the Shares held by CSFB them in connection with favor of such proposed Approved Sale and in opposition of any proposal that could reasonably be expected to delay or impair the Transactions and providedconsummation of any such proposed Approved Sale; (ii) sell, furthertransfer, that if Sponsor and its Affiliates are selling and/or exchange, as the case may be, all of their shares Shares in such Approved Sale to such Potential Purchaser; (iii) refrain from exercising any dissenters' rights or rights of Common Stock appraisal under applicable Law at any time with respect to or in connection with such Substantial Change proposed Approved Sale; and (iv) take all actions reasonably necessary to consummate the proposed Approved Sale. Upon the approval of Controlan Approved Sale as described in this Section 5.1, the each Shareholder (other than Drag-Along Shareholders will Shareholders) shall grant to the chief executive officer (“CEO”) or an authorized officer, a power of attorney to transfer their Shares and to do and carry out all other necessary or advisable acts to complete the Approved Sale, including, without limitation, executing any and all documents (including instruments of transfer) on behalf of such Shareholder. The CEO or an authorized officer shall be required authorized to sell transfer the Shares of each such Shareholder and to do and carry out all other necessary or advisable acts to complete the Approved Sale, including, without limitation, executing any and all documents (including instruments of their shares transfers) on behalf of each such Shareholder. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 3 of this Agreement shall not apply to any transfers made pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion5.

Drag-Along Rights. If at any time prior a Class A Limited Partner desires to Transfer all of its Partnership Interest to a Qualifying Public Equity Offeringthird party purchaser and has complied in all respects with its obligations under the provisions of this Section 7.4, Sponsor and its Affiliates intend then, in such event, the Class A Limited Partner may elect to effect a Substantial Change cause the Class B Limited Partners to include in such sale to the third party purchaser all of Control, Sponsor shall have the right to require the other Shareholders Class B Limited Partners’ Partnership Interests (the "Drag-“Class B Drag Along Shareholders"Portion”). The sale of the Class B Drag Along Portion shall be at the same price and in the same consideration and on the same terms and conditions as set forth in the Transferee Terms (including the date for the closing of such sale) and in any case on terms no less favorable to Class B Limited Partners than to the Class A Limited Partner. Any election pursuant to this Section 7.4(c)(ii) to sell include the same percentage of Common Stock held Class B Drag Along Portion in the sale (a “Drag Along Notice”) shall be set forth in the Transferee Terms or the Tag Along Sale Notice given by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction the Class A Limited Partner in connection with such Substantial Change of Control; to vote Transfer. In connection with any such Common StockDrag Along Notice, whether by proxy, voting agreement or otherwise the Class B Limited Partners will execute and deliver all related documentation and take such other action in favor support of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all Transfer as shall reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received requested by the other Shareholders shall be for Class A Limited Partner in order to carry out the same type terms and amount per share provision of consideration received by Sponsorthis Section 7.4(c)(ii), including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (b) after giving effect free and clear of impermissible liens, claims and encumbrances), and any similar or related documents in a form substantially similar to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold those executed by the Drag-Along Shareholders; providedClass A Limited Partner. In the event that the Class A Limited Partners, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change Transfer, appoint a representative for the Limited Partners (the “Representative”) with respect to matters affecting the Limited Partners under the applicable definitive transaction agreements following consummation of Controlsuch Transfer, the Drag-Along Shareholders will be required Class B Limited Partners agree (x) to sell all consent to (i) the appointment of their shares pursuant to this Section 4.03. In connection with such Representative, (ii) the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect establishment of any indemnification applicable escrow, expense or similar fund in connection with a transaction effected pursuant any indemnification or similar obligations, and (iii) the payment of such Representative’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to this Section 4.03 such Representative in connection with such Representative's services and duties in connection with such Transfer and its related service as the representative of the Limited Partner, and (a "Drag-Along Transaction"y) (not to assert any claim or commence any suit against the Representative or any other Limited Partner with respect to such Shareholder's Shareholder Representations) any action or inaction taken or failed to be taken by the Representative in excess of connection with its service as the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionRepresentative, absent fraud, willful misconduct or gross negligence.

Drag-Along Rights. If at any time prior to In the event that the Company receives a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect bona fide purchase offer from a Substantial Change non-affiliate of Control, Sponsor shall have the right to require the other Shareholders Company (the an "Drag-Along ShareholdersOfferor") seeking to sell purchase the same percentage of Common Stock held by them relative to such ShareholderCompany's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsoroutstanding equity, and (bi) after giving effect the Company's Board of Directors and (ii) Holders of not less than 50% of the Conversion Shares consent to such transactionpurchase, Sponsor and its Direct Permitted Transferees all Holders of Conversion Shares shall have sold the same percentage of sell their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share Conversion Shares (as adjusted for AdjustmentsPreferred Stock if such Preferred Stock has not yet been converted) of to such offeror at the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required price so approved. At least twenty (20) but not more than ninety (90) days prior to sell all of their shares pursuant any transfer to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 an Offeror (a "Drag-Along TransactionTransfer") ), the Company shall provide to the Holders a notice (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such a "Drag-Along Shareholder Notice") delivered to the Holders at their address set forth in such Drag-Along Transaction the Purchase Agreement, explaining the terms and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess conditions of such Drag-Along Shareholder's Pro Rata PortionTransfer (including the consideration to be paid), identifying the name and address of the Offeror and indicating the date that is fifteen (15) days after the mailing of the Drag-Along Notice (the "Response Date"). If such Drag-Along Notice is sent, then, on or before the Response Date, each Holder that consents to the Drag-Along Transfer shall provide written notice of such consent (the "Consent Notice") to the Company. Any Consent Notice may be revoked prior to the Response Date by sending an additional writing explicitly revoking such Consent Notice. If the Company receives unrevoked Consent Notices from the requisite Holders on or before the Response Date or any extension by the Company thereof (not to exceed thirty days), the Company shall promptly send a second notice to all Holders informing the Holders that the requisite Holders delivered Consent Notices. If requisite Holders deliver Consent Notices on or prior to later of the Response Date or any such extension, the purchase of all Conversion Shares shall be deemed to have been made on the closing of the Drag-Along Transfer (the "Closing Date") without further action by the Company or any Holder. Any share certificates for Conversion Shares held by any Holder shall be deemed cancelled on the Closing Date and each Holder shall promptly forward such certificate, duly endorsed for transfer, to the Company upon the written request of the Company. Upon consummation of the Drag-Along Transfer, the Company shall remit or arrange for direct transfer to each Holder that portion of the sale proceeds to which such Holder is entitled as a result of the Drag-Along Transfer.

Drag-Along Rights. If at any time prior to (a) Within five (5) days after the receipt by the Company of a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") Notice, the Company shall forward such Drag-Along Notice to sell the same percentage Members. Each Member shall, and shall cause each of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction to, cooperate in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along ShareholdersSale and take all steps reasonably necessary or reasonably requested by Holdco, the Company, and the Drag-Along Purchaser to cancel the Holdco B Shares in accordance with the Holdco Agreement and otherwise consummate the Drag-Along Sale on the Drag-Along Terms (including by waiving any appraisal or dissenter’s rights that may exist under any applicable law, voting for or consenting to any merger, consolidation, sale of assets or similar transaction, executing any purchase agreements, merger agreements, escrow agreements or related documents, including instruments of Transfer and providing customary several, but not joint, representations, warranties and indemnities concerning such Member’s valid ownership of its Class B Units, free and clear of all Liens and encumbrances (other than those arising under applicable securities laws or in connection with the Drag-Along Sale) and such Member’s authority, power, and right to enter into and consummate agreements relating to such transactions without violating any applicable law or other agreement; provided, however, that CSFB will such agreements, documents or instruments shall not be obligated to participate in such transaction if contain any non-competition or similar restrictive covenants. Without limiting the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) generality of the Common Stock immediately preceding sentence, each Member shall, subject to the provisions of the Company paid by CSFB any definitive agreement (including any limitations on indemnification set forth therein) entered into in connection with a Drag-Along Sale, indemnify, defend and hold harmless the Transactions and providedDrag-Along Purchaser in any Drag-Along Sale, further, that if Sponsor and its Affiliates are selling all pro rata in accordance with the amount of their shares of Common Stock consideration received by such Member in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell Sale as a proportion of the aggregate amount of consideration received by all Members together with all members of their shares pursuant to this Section 4.03. In Holdco (excluding the Company) in connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the such Drag-Along Shareholders shall not be required to make Sale, from and against any representations losses, damages and warranties other than liabilities arising from or in connection with (i) any breach of any representation, warranty, covenant or agreement of Holdco or the Shareholder Representations. In addition, no Company in connection with such Drag-Along Shareholder shall be liable in respect of Sale, and (ii) any other indemnification obligation in connection with a transaction effected pursuant to this Section 4.03 (a "such Drag-Along Transaction") (with respect Sale relating to such Shareholder's Shareholder Representations) in excess the business or potential liabilities of the Company or Holdco and its Subsidiaries; provided, that (A) such indemnification obligation shall be several and not joint, and (B) the aggregate maximum amount of such indemnification obligation shall not exceed the amount of consideration received by such Drag-Along Shareholder Member with respect to its Class B Units in connection with such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionSale.

Drag-Along Rights. If at any time If, prior to a Qualifying Public Equity Offeringthe closing of any underwritten public offering of Ordinary Shares, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) holders of a majority of the consideration to be received by aggregate number of the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, Company’s outstanding Ordinary Shares and (b) after giving effect holders of a majority of the aggregate number of the Company’s outstanding Preference Shares, and (c) holders of a majority of the aggregate number of the Company’s outstanding Series C Preference Shares, each voting as a separate class (the “Approving Members”), vote in favor of, otherwise consent in writing to, and/or otherwise agree in writing to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage sell or transfer all of their holdings shares in any Acquisition Transaction or Sale of Common Stock Assets (each as defined below), then the Company shall promptly notify each of the remaining Members (“Remaining Members”) in writing of such vote, consent and/or agreement and the material terms and conditions of such Acquisition Transaction or Sale of Assets, whereupon each Remaining Member shall, in accordance with instructions received from the Company, vote all of its voting securities of the Company in favor of, otherwise consent in writing to, and/or otherwise sell or transfer all of its shares in such Acquisition Transaction or Sale of Assets (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Member has lost or misplaced the relevant share certificate) on the same terms and conditions as sold were agreed to by the Drag-Along Shareholders; Approving Members, provided, however, that CSFB will such terms and conditions, including with respect to price paid or received per share, may differ as between the Ordinary Shares and the Preference Shares and different series of Preference Shares (including without limitation, in order to reflect the Liquidation Preference and participation rights of the Preference Shares as set forth in the Articles). As used herein, an “Acquisition Transaction” means any reorganization, consolidation, merger, sale or transfer of the Company’s outstanding shares or similar transaction in which Members immediately prior to such reorganization, merger or consolidation, sale or transfer of shares or similar transaction do not (by virtue of their ownership of securities of the Company immediately prior to such transaction) beneficially own shares possessing a majority of the voting power of the surviving company or companies (or parent corporation thereof if the surviving company or companies is (are) wholly owned by the parent corporation) immediately following such transaction. As used herein, a “Sale of Assets” means any sale of all or substantially all of the Company’s assets. In furtherance of the foregoing, the Company is hereby expressly authorized by each Remaining Member to take any or all of the following actions on such Remaining Member’s behalf (without receipt of any further consent by such Remaining Member): (i) vote all of the voting securities of such Remaining Member in favor of any such Acquisition Transaction or Sale of Asset; (ii) otherwise consent on such Remaining Member’s behalf to such Acquisition Transaction or Sale of Asset; (iii) sell all of such Remaining Member’s shares in such Acquisition Transaction or Sale of Assets, in accordance with the terms and conditions of this Section 1.4; and/or (iv) act as the Remaining Member’s attorney-in-fact in relation to any such Acquisition Transaction or Sale of Assets and have the full authority to sign and deliver, on behalf of such Remaining Member, share transfer certificates, share sale or exchange agreements and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Member has lost or misplaced the relevant share certificate. Notwithstanding the foregoing provisions of this Section 1.4, the Remaining Members shall not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB vote, consent and/or sell their shares in connection with any such Acquisition Transaction or Sale of Assets to the Transactions and provided, further, extent that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall Approving Members do not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (also do so with respect to such Shareholder's Shareholder Representations) in excess all of the consideration received applicable class or series of the Company’s shares held by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionthem.

Drag-Along Rights. If at any time prior (a) Subject to the next paragraph, if Vestar elects to consummate, or to cause the Company to consummate, a Qualifying Public Equity Offeringtransaction constituting a Sale of the Company, Sponsor Vestar shall notify the Company and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders Securityholders in writing of that election, the other Securityholders will consent to and raise no objections to the proposed transaction, and the Securityholders and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such transaction on the terms proposed by Vestar (a “Drag Along Sale”). Without limiting the "Drag-foregoing, (i) if the proposed Drag Along Shareholders"Sale is structured as a sale of assets or a merger or consolidation, or otherwise requires stockholder approval, the Securityholders and the Company will vote or cause to be voted all Securities that they hold or with respect to which such Securityholder has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith, and (ii) if the proposed Drag Along Sale is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling Securities being sold in such transaction Drag Along Sale on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor Sale of the transactions constituting a Substantial Change of Control; Company, which may require the Securityholders to waive their appraisal or dissenters' rights with respect make to such transaction; or otherwisethe transferee the same representations, participate in such Substantial Change of Control warranties, covenants, indemnities and each other Shareholder agreements as Vestar agrees to take any and all reasonably necessary action make in furtherance connection with such Sale of the foregoingCompany (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, Vestar, the other Securityholders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (for which they shall be severally liable based on the value of Securities that are Transferred; provided that (a) such liability of any Securityholder shall not exceed the consideration to be gross proceeds received by such Securityholder in the transaction) of all liabilities to the transferees arising out of representations, warranties and covenants (other Shareholders than those representations, warranties, covenants and indemnitees that pertain specifically to a given Securityholder, which shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock bear all of the Company as sold by the Drag-Along Shareholders; providedliability related thereto), however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB indemnities or other agreements made in connection with the Transactions and transaction; provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders no Securityholder shall not be required to make any representations and or warranties other than that pertain specifically to the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect Company or its Subsidiaries (although each Securityholder must nevertheless bear its ratable share of any indemnification liability for any breach of any such representation or warranty) or , in connection with a transaction effected pursuant the case of holders of Co-Investor Securities only, agree to this Section 4.03 (a "Dragany non-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portioncompetition covenants or agreements.

Drag-Along Rights. If at any time prior (a) Subject to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a Qualifying Public Equity Offeringsale of all of the assets or all of the equity interests in the Company by whatever means (including merger, Sponsor and its Affiliates intend consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to effect cause a Substantial Change public offering of Controlthe Company (each, Sponsor shall have the right to require the other Shareholders (the "a “Drag-Along Shareholders") to sell Transaction”), the same percentage of Common Stock held by them relative other Members will consent to such Shareholder's ownership Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Stock as Sponsor and its Affiliates are selling in such transaction Units Member, including entering into a customary registration rights agreement in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor a public offering of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along ShareholdersCompany; provided, however, that CSFB will not be obligated to participate none of the transactions described in such transaction if the consideration per share in such transaction is less than $16.90 per share clauses (as adjusted for Adjustmentsx) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Stock of Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the Company paid by CSFB same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Transactions and providedDrag-Along Transaction, further, except that if Sponsor and its Affiliates are selling all of their shares of Common Stock in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with such Substantial Change of Control, the Drag-Along Shareholders will Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to sell all make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of their shares pursuant to this Section 4.03. In the Company in connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder Transaction shall be liable shared by the Members pro rata on a several but not joint basis in respect of any indemnification proportion to the proceeds received by each Member in connection with a transaction effected pursuant to this Section 4.03 (a "the Drag-Along Transaction") (, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Shareholder's Pro Rata PortionTransaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Members.

Drag-Along Rights. If at any time prior the Company or the owners of a majority of the Company approves a sale of (i) all of the stock of the Company to one or more independent third parties through one or more related transactions, (ii) all or substantially all of the assets of the Company to one or more independent third parties through one or more related transactions, or (iii) any other transaction where control of the Company is transferred to one or more independent third parties, in each case including if structured as a Qualifying Public Equity Offeringmerger, Sponsor consolidation, joint venture or other similar transaction (each, an “Approved Sale”), the Recipient will consent to and its Affiliates intend to effect a Substantial Change of Controlraise no objections against the Approved Sale and shall waive any dissenters’ rights, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction appraisal rights or similar rights in connection with such Substantial Change Approved Sale. If the Approved Sale is structured as a sale of Control; to vote such Common Stockstock, whether then the Recipient will, if requested by proxythe Company, voting agreement sell or otherwise transfer its Restricted Stock awarded hereunder (or any portion thereof if requested), on the terms and conditions approved by the Company. The Recipient will promptly take all reasonable actions deemed necessary or desirable, in favor the reasonable judgment of the transactions constituting a Substantial Change of Control; Company, in connection with and to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance facilitate the consummation of the foregoing; provided that (a) Approved Sale, including the consideration to be received execution of all agreements and instruments reasonably requested by the other Shareholders shall be for Company. The Company will use reasonable efforts to notify the same type and amount per share Recipient in writing not less than ten (10) business days before the proposed consummation of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholdersan Approved Sale; provided, however, that CSFB will the Recipient agrees not be obligated to participate in such transaction if to, directly or indirectly, without the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) prior written consent of the Common Stock of the Company paid by CSFB in connection with the Transactions and providedCompany, furtherdisclose to any other person any information related to such potential Approved Sale, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than disclosures to legal counsel in confidence or as otherwise necessary to protect the Shareholder Representations. In additionRecipient’s rights under this Agreement or applicable law, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received or as otherwise required by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionlaw.

Drag-Along Rights. If Notwithstanding anything to the contrary herein, in the event that (i) at any time prior after the Closing Date, the Company receives an offer from a Bona Fide Purchaser that, if consummated, will result in a Deemed Liquidation Event (a “Trade Sale Offer”), and (ii) such Trade Sale Offer is approved by the holders of at least seventy-five percent (75%) of the total issued and outstanding Preferred Shares (the “Drag Holders of Preferred Shares”) and the holders of at least fifty-one percent (51%) of the total issued and outstanding Ordinary Shares (the “Drag Holders of Ordinary Shares”, together with the Drag Holders of Preferred Shares, the “Drag Holders”) and subject to stipulations under Section 4.2 of the Schedule of Rights and Preferences attached to the Articles of Association of the Company (a Qualifying Public Equity Offering“Qualified Trade Sale”), Sponsor then the Company and its Affiliates intend each Shareholder agree that: (i) the Company shall send written notice (the “Drag-Along Notice”) to effect a Substantial Change all parties to this Agreement within five (5) Business Days of Controlreceipt of the Trade Sale Offer, Sponsor regarding such Qualified Trade Sale; (ii) the Ordinary Shareholder shall have the right to require the sell and transfer, and shall procure all other Shareholders (the "“Dragged Holders”) to sell and transfer, their Shares on terms and conditions set forth in the Trade Sale Offer, and to the extent a vote of the Dragged Holders is required to approve such Qualified Trade Sale, each Dragged Holder shall vote the number of Shares of the Company as to which they have beneficial ownership as of the time of the applicable record date in favor of such Qualified Trade Sale, and each Dragged Holder shall execute and deliver all related documentation and take such other action in support of such Qualified Trade Sale as shall reasonably be requested, provided that if the Drag Holders do not include JD, JD shall not be included in the Dragged Holders and shall not be obligated to approve and vote for such Qualified Trade Sale or execute and deliver the foregoing documentation and take the foregoing action. Notwithstanding the foregoing, if such Qualified Trade Sale occurs on or prior to the fifth (5th) anniversary from the Closing Date, the Drag-Along Shareholders"Rights shall not apply unless such Qualified Trade Sale results in aggregate proceeds (the “Trade Sale Proceeds”) to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stockat least US$150,000,000, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the Trade Sale Proceeds shall be the pre-Tax consideration to be received by the other Company, any Group Companies and/or the Shareholders participated in such Qualified Trade Sale. Notwithstanding anything to the contrary contained herein, (i) the Right of First Refusal set forth in Section 4.2 and the Co-Sale Right set forth in Section 4.3 shall be for the same type and amount per share not apply to any Disposition of consideration received by Sponsor, Shares pursuant to this Section 4.5; and (bii) after giving effect if JD is not included in the Drag Holder, then JD shall not be subject to such transaction, Sponsor any Disposition of Shares pursuant to this Section 4.5 and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; providedRights set forth in this Section 4.5, howeverprovided that, that CSFB will if JD exercises its Right of First Refusal regarding the Qualified Trade Sale, JD shall purchase all, but not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) all, of the Common Stock of shares to be transferred under such Qualified Trade Sale at a purchase price equal to the Company paid by CSFB price and upon the other terms and conditions set forth in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03Notice. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the The Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable Rights set forth in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (4.5 shall terminate upon a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionQualified IPO.

Drag-Along Rights. Upon the election by the Members (“Electing Members”) pursuant to Section 5.1.4 of this Agreement to consummate a Sale of the Company or a sale of the Electing Members’ Interests of the Company (collectively, a “Sale Transaction”) and provided that the purchaser is a bona fide third-party and the price, terms and condition for the Sale Transaction are identical for each Member, then: Each Member shall take all necessary or desirable action within such person’s control (including, without limitation, the removal and election of Managers and the execution of written consents in lieu of meetings) such that any proposal or resolution requested by such Members in connection therewith shall be implemented by the Company; If at the Members are entitled to vote on any time prior to a Qualifying Public Equity Offeringsuch matter, Sponsor and its Affiliates intend to effect a Substantial Change whether by law, under the Company’s code or regulations or otherwise, all of Control, Sponsor the Interests over which such Member has voting control shall have be voted in favor of the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction proposal or resolution in connection with such Substantial Change Sale Transaction; Each Member will consent to and raise no objections against such Sale Transaction; If such Sale Transaction is structured as a sale of Control; to vote such Common StockInterests, whether each Member shall sell the Interests held by proxyhim, voting agreement her or otherwise in favor of it on the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control terms and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received conditions approved by the other Shareholders shall be for Board and the same type Electing Members; and, Each Member will take all action necessary and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB desirable in connection with the Transactions and providedconsummation of the Sale Transaction, furtherincluding, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Controlwithout limitation, the Drag-Along Shareholders waiver of all appraisal or dissenter’s rights available to any such Member under applicable law. Each Member will be required to sell all bear its pro rata share (based upon the number of their shares Interests held on a fully diluted basis) of the cost of any sale of Interests pursuant to this Section 4.03a Sale Transaction to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the acquiring party. In connection with Costs incurred by Members on their own behalf will not be considered costs of the sale of their shares of Common Stock pursuant to this Section 4.03transaction hereunder. Notwithstanding the foregoing, the Drag-Along Shareholders a Member (i) shall not be required to make any representations and warranties other give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Shareholder Representations. In additionElecting Members; (ii) shall only make representations, no Drag-Along Shareholder warranties, indemnities and covenants severally and in its capacity as a member concerning its valid ownership of interests of the Company, free of all liens, and its authority, power, and right to enter into and consummate such purchase and sale without violating any other agreements to which it is a party or its assets are bound; (iii) shall not be liable in respect obligated to bear more than its pro rata share of any expenses or any indemnification liability up to the net cash proceeds received by such Member in connection with a transaction effected pursuant to this Section 4.03 the sale and (a "Drag-Along iv) shall provide any customary restrictive covenants required in connection with such Sale Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion.

Drag-Along Rights. If at At any time prior after the fourth (4th) anniversary of the Closing Date, if the holders of a Requisite Percentage of the Preferred Shares (the “Drag-Along Shareholders”), voting together as a single class on an as converted basis, approve a sale of the Company (the “Approved Sale”) to a Qualifying Public Equity Offeringthird party purchaser (the “Potential Purchaser”) where the valuation of the Company shall be no less than three (3) times of valuation of the Company immediately after the Closing, Sponsor and its Affiliates intend to effect a Substantial Change then each of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along “Dragged Shareholders"”) to sell shall (i) vote, or give its written consent with respect to, all the same percentage of Common Stock Shares held by them relative in favor of such proposed Approved Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Approved Sale; (ii) sell, transfer, and/or exchange, as the case may be, all of their Shares in such Approved Sale to such Shareholder's ownership purchaser; (iii) refrain from exercising any dissenters’ rights or rights of Common Stock as Sponsor and its Affiliates are selling in such transaction appraisal under applicable laws at any time with respect to or in connection with such Substantial Change of Controlproposed Approved Sale; and (iv) take all actions reasonably necessary to vote such Common Stockconsummate the proposed Approved Sale. If any Dragged Shareholder does not elect to vote, whether or give its written consent with respect to, all the Shares held by proxy, voting agreement or otherwise them in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwiseproposed Approved Sale, participate in such Substantial Change of Control and each other Dragged Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for obligated to purchase all the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold Common Shares and/or the same percentage of their holdings of Common Stock of the Company as sold Preferred Shares held by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if Shareholders under the consideration per share in such transaction is less than $16.90 per share (same terms and conditions as adjusted for Adjustments) offered by the Potential Purchaser of the Common Stock of Approved Sale. Notwithstanding any provision to the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Controlcontrary, the Drag-Along Shareholders will be required share transfer restrictions of Section 4 of this Agreement shall not apply to sell all of their shares any transfers made pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion5.

Drag-Along Rights. If at any time prior any one or more of the Stockholders (the "Seller(s)") shall propose to undertake a sale of fifty percent (50%) or more of the Company's then issued and outstanding shares of capital stock to a Qualifying Public Equity Offeringsingle person (other than an Affiliate of Meridian as defined in the Stock Purchase Agreement) in a single transaction or series of related transactions (a "Proposed Transaction"), Sponsor then each Stockholder other than the Seller(s) (a "Minority Stockholder") shall, if requested by such Seller(s), sell all of his Shares in such transaction on the same terms and its Affiliates intend for the same consideration, subject to effect a Substantial Change the provisions of Control, Sponsor this Section. Such Seller(s) shall have the right to require the other Shareholders give each Minority Stockholder written notice of any Proposed Transaction (the "Drag-Along Shareholders"Notice') at least thirty (30) days prior to the date on which such transaction shall be consummated, including the terms and conditions thereof, and each Minority Stockholder shall have the obligation to sell his Shares on such same terms and conditions in accordance with the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling instructions set forth in such transaction in connection with such Substantial Change of Control; to vote such Common Stocknotice, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to he paid to each such Minority Stockholder shall be received an amount in cash not less than the Fair Market Value (as defined below) of such Shares. In such event, each Minority Stockholder shall deliver the Share certificate(s) (accompanied by duly executed stock powers or other instrument of transfer duly endorsed in blank) representing the Shares to the Company or to an agent designated by the other Shareholders Company, for the purpose of effectuating the transfer of the Shares to the purchaser and the disbursement of the proceeds of such transactions to the Minority Stockholder(s). The Company may, at its option, deposit the consideration payable for the Shares with a depository designated by it and thereafter each Share certificate shall represent only the right to receive the consideration payable in the transaction. For purposes of this Section 2.2, "Fair Market Value" of a Minority Stockholder's Shares shall be for the same type and amount per share determined as set forth herein. A Minority Stockholder may, within five (5) days of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by receiving the Drag-Along Shareholders; providedNotice, howeverdeliver written notice to the Seller(s) (an "Objection Notice") stating that the proposed price is lower than the fair market value of his Shares. If no Objection Notice is delivered within such period, that CSFB will not then the purchase price per Share shall be obligated to participate in the proposed price. If an Objection Notice is delivered within such transaction if the consideration per share in such transaction is less than $16.90 per share time period, then, within five (as adjusted for Adjustments5) days of delivery of the Common Stock Objection Notice, the Seller(s) and the Minority Stockholder(s) shall each appoint a recognized appraisal firm who shall agree on and appoint a third independent recognized appraiser (the "Independent Appraiser"). The Independent Appraiser shall, within twenty (20) days of its appointment, make a determination of the Company paid by CSFB fair market value of the Shares, irrespective of any accounting treatment or any premium or discount for majority or minority ownership position or any discounts for lack of marketability, lack of control, market blockage, security laws or other restrictions on sale, or the like. The determination of Fair Market Value in connection accordance with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder foregoing procedures shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction"final and binding upon the Seller(s) (with respect to such Shareholder's Shareholder Representations) in excess of and the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionMinority Stockholder(s).

Drag-Along Rights. If Prior to a Qualified IPO, at any time prior that the Company Security Holders that collectively own Company Securities that represent at least a majority of the votes entitled to be cast by all Common Units and Preferred Units convertible into Common Units (calculated as a Qualifying Public Equity Offeringsingle class on an as-converted to Common Unit basis) (the “Dragging Members”) desire or propose that the Company enter into any of the transactions described in subsections (i) through (iii) of the definition of “Deemed Liquidation Event” set forth in Section 1.1 with any Person or Persons that are not affiliated with any such Dragging Members or the Company (an “Approved Sale”), Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor the Dragging Members shall have the right (the “Drag-Along Right”), by providing notice of such Approved Sale to the Company, to require the other Shareholders (Company and each Company Security Holder to comply with this Section 11 with respect to such Approved Sale. Each Company Security Holder, together with the "Drag-Along Shareholders") Company, is hereby obligated to consent to, and raise no objections against, such Approved Sale, and each Company Security Holder is hereby obligated to sell its Company Securities on the same percentage terms and subject to the conditions approved by such Dragging Members. In furtherance of Common Stock held the foregoing, each Company Security Holder acknowledges that no Member shall be entitled to dissenters’ or appraisal rights under any circumstances and Section 18-210 of the Act shall not apply. The Company shall provide each such Company Security Holder with written notice of any Approved Sale at least fifteen (15) Business Days prior to the consummation thereof setting forth in reasonable detail the terms of such Approved Sale, including the class and number of shares of Company Securities to be sold (including the number of Units Equivalents represented thereby), the identity of the prospective Transferee(s), its applicable Per Unit Drag Price and form of consideration to be paid in respect of the Company Securities to be Transferred by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction it in connection with such Substantial Change of Control; to vote Approved Sale, and the date on which such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration Approved Sale is proposed to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the consummated. The Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders Security Holders shall not be required to make any representations comply with, and warranties other than the Shareholder Representations. In additionshall have no rights under, no Drag-Along Shareholder shall be liable in respect of any indemnification Section 9 and Section 12 in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionApproved Sale.

Drag-Along Rights. If at any time prior Kraft proposes to enter into a Qualifying Public Equity Offering, Sponsor transaction or series of related transactions as a result of which all Securities of Kraft and its Affiliates intend will be transferred to effect a Substantial Change one or more third parties (other than persons who are then Stockholders or Affiliates of ControlStockholders), Sponsor Kraft shall have the right to require drag-along with Kraft and its Affiliates all of the Securities then outstanding on the same terms, for the same form of consideration and for the same price per share as Kraft and its Affiliates are to receive for the Securities owned by them. This right to cause the sale of Securities of other Shareholders Stockholders as set forth in this Section 2.7 shall be referred to as "Drag-Along Rights". Kraft shall exercise its Drag-Along Rights under this Section 2.7 by delivering a notice (the "Drag-Along ShareholdersNotice") to sell all Stockholders no later than 30 days prior to the same percentage of Common Stock held by them relative date the proposed transaction is contemplated to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the close. The Drag-Along ShareholdersNotice shall include the following statements or information: (i) Kraft's bonafide intention to sell or transfer its Securities; (ii) the number of Securities to be sold or transferred; (iii) the price and salient terms of such sale or transfer; (iv) the name of the proposed transferee; and (v) a copy of all transaction documents in substantially final form; provided, however, that CSFB will not be obligated to participate in such transaction if documents need only be delivered within five business days of the consideration per share in such date the proposed transaction is less than $16.90 per share contemplated to close. For purposes of this Section, if such Drag-Along Notice is served personally or by facsimile transmission, delivery shall be conclusively deemed made at the time of such personal service or at the time the notice is transmitted. If such Drag-Along Notice is given via registered mail, return receipt request, delivery shall be conclusively deemed given five (as adjusted for Adjustments5) business days after the deposit thereof in the United States mail. If such Drag-Along Notice is given by overnight mail, delivery shall be conclusively deemed made on the next business day after mailing. If a Drag-Along Notice is given, but the transaction is not consummated within 90 days of the Common Stock date of such notice, such notice will no longer be valid and a new Drag-Along Notice shall be required. If a transaction which is subject to Krafts' Drag-Along Rights is pending, a majority of the Company paid by CSFB in connection with members of the Transactions and provided, further, that if Sponsor and its Affiliates are selling all Board of their shares of Common Stock in connection with such Substantial Change of Control, Directors may designate one or more representatives to act as attorney-in-fact for each Stockholder who is subject to the Drag-Along Shareholders will Rights, as set forth in Section 5, and each such representative shall have the power-of-attorney (such power to be required irrevocable and coupled with an interest) to sell all of their shares pursuant execute such documents and take such actions as such representative may deem necessary or advisable in order to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, affect the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to Rights granted under this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion2.7.

Drag-Along Rights. If at any time prior (a) Subject to the next paragraph, if Blackstone elects to consummate, or to cause the Company to consummate, a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect transaction constituting a Substantial Change of Control, Sponsor Blackstone shall have notify the right to require Company and the other Shareholders Securityholders in writing of that election, the other Securityholders will consent to and raise no objections to the proposed transaction, and the Securityholders and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such transaction on the terms proposed by Blackstone (a “Drag Along Sale”). Without limiting the "Drag-foregoing, (i) if the proposed Drag Along Shareholders"Sale is structured as a sale of assets or a merger or consolidation, or otherwise requires stockholder approval, the Securityholders and the Company will vote or cause to be voted all Securities that they hold or with respect to which such Securityholder has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith, and (ii) if the proposed Drag Along Sale is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling Securities being sold in such transaction Drag Along Sale on the terms and conditions approved by Blackstone, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Blackstone in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of . Notwithstanding the foregoing; provided that (a) , Blackstone shall not require the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares sale pursuant to this Section 4.03. In connection 4.1(a) of Class B-1 Units, Class B-2 Units or Class B-3 Units owned by Employees unless, prior to the consummation of any Drag Along Sale, the Board in good faith determines the Fair Market Value of the Class B-1 Units, Class B-2 Units and Class B-3 Units held by the Employees (with the sale valuation to be based on the requirements for determining Fair Market Value set forth in the Employee’s Management Security Agreement) and such Employees are given the opportunity, as each such Employee shall elect, either (x) to convert such Units into Class A-2 Units based upon such valuation and participate on that as-converted basis in such Drag Along Sale or (y) in lieu of their shares such conversion, to include additional Class A-2 Units in such Drag Along Sale having an aggregate value equal to the aggregate value of Common Stock such Class B Units as determined above, in each case pursuant to the provisions of this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion4.1.

Drag-Along Rights. If Subject to first complying with its obligations under the heading “Right of First Offer”, at any time prior to time, if PEGI and/or any of its Permitted Transferees (together, a Qualifying Public Equity Offering, Sponsor and its Affiliates intend “Pattern Seller”) desires to effect a Substantial Change bona fide transfer of Controlall (but not less than all) of its direct and indirect ownership interests in a Subject Project Company whether in one transaction or a series of related transactions (the “Drag Sale Interests” and, Sponsor any such transactions or series of related transactions, a “Drag Along Sale”) to any Person who deals at arm’s length with such Pattern Seller, other than a Permitted Transferee, for cash then the Pattern Seller shall have (in its sole discretion) be permitted to deliver written notice to PSP or its Permitted Transferees of such Drag Along Sale no later than fourteen (14) calendar days prior to the right to require anticipated date of consummation of such Drag Along Sale (the “Drag Along Notice”). Such Drag Along Notice shall (i) identify the purchaser, the purchase price per security therefor and a summary of the other Shareholders material terms and conditions of the proposed Drag Along Sale and (the "Drag-Along Shareholders"ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to sell be entered into by or on behalf or for the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement account or otherwise in favor for the benefit of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwisePattern Seller, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsoras applicable, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and providedDrag Along Sale. Following receipt of the Drag Along Notice, further, that if Sponsor and its Affiliates are selling PSP shall be obligated to sell to the purchaser all of their shares PSP’s direct and indirect ownership interest in the applicable Subject Project Company at the same purchase price per security, and otherwise on the same terms therefor and subject to the same conditions thereto, as the Pattern Seller. Neither the Pattern Seller nor any Controlled Affiliate thereof shall have entered into any collateral agreement, commitment or understanding with the purchaser or its affiliates that has or would have the effect of Common Stock providing to the Pattern Seller or any such Controlled Affiliate consideration of greater value than the consideration offered pursuant to the Drag Along Sale; provided that such restriction shall not apply to any commercial agreement in connection with effect at the time of such Substantial Change transaction (including, for the avoidance of Controldoubt, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection MOMA and PAA) that was entered into in accordance with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders PSP Consent Rights. PSP shall not be required to make any representations or warranties with respect to the Drag Along Sale other than customary fundamental representations and warranties as to ownership, title and due authorization and PSP shall be solely responsible for the accuracy of such representations and warranties (and shall not have any liability for any such fundamental representations and warranties of PEGI). Notwithstanding the foregoing, PSP shall only be responsible for any indemnification obligations, escrow amounts and holdback amounts in connection with the Drag Along Sale (including with respect to any representations and warranties made by PEGI (other than the Shareholder Representationsfundamental representations and warranties referred to above)) on a several and proportionate (and not joint and several basis) in accordance with its ownership interests in the Subject Project Company relative to the Pattern Seller. In additionPSP shall not be required to enter into or be bound by any non-compete or similar restrictive covenants in connection with any Drag Along Sale. PSP and its Permitted Transferees shall be obligated to, no and hereby do, waive any dissenters’ rights, appraisal rights or similar rights in connection with any Drag Along Sale. If, substantially concurrently with the closing of a Drag-Along Shareholder shall be liable Sale the purchaser in respect such transaction terminates or agrees to terminate the MOMA and/or PAA, PEGI will waive any termination fees payable under the terminated MOMA or PAA, as applicable. Tag-Along Rights: Subject to first complying with its obligations under the heading “Right of First Offer”, at any indemnification time, if a Pattern Seller desires to effect a bona fide transfer of some or all of its direct or indirect ownership interests in connection a Subject Project Company whether in one transaction or a series of related transactions (the “Tag Sale Interests” and, any such transactions or series of related transactions, a “Tag Along Sale”) to any Person who deals at arm’s length with such Pattern Seller, other than a transaction effected pursuant to this Section 4.03 Permitted Transferee, (a "Drag-“Tag Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of Purchaser”), then the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder Pattern Seller shall be required to participate in any escrow relating to such Drag-provide PSP with at least thirty (30) calendar days’ prior written notice (the “Tag Along Transaction in excess Notice”) of such Dragproposed Tag Along Sale. Such Tag Along Notice shall (A) identify the Tag Along Purchaser, the amount of ownership interests in the applicable Subject Project Company proposed to be transferred by the Pattern Seller, the percentage of the then-issued and outstanding ownership interests in such Subject Project Company that such proposed transfer represents, the price per security therefor, and a summary of the other material terms and conditions of the proposed Tag Along Shareholder's Pro Rata PortionSale and (B) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller in connection with the proposed transfer. Within twenty (20) calendar days following receipt by PSP of the Tag Along Notice, PSP may, by providing written notice (which notice shall be deemed to be irrevocable when sent) (the “Tag Along Acceptance Notice”) to the Pattern Seller, elect to transfer to the Tag Along Purchaser, as part of the Tag Along Sale, an amount of ownership interests in the Subject Project Company owned by PSP (the “Tagging Interests”) up to the total amount of issued and outstanding ownership interests in the applicable Subject Project Company proposed to be transferred to the Tag Along Purchaser pursuant to the Tag Along Sale multiplied by a ratio, the numerator of which is PSP’s ownership percentage in such Subject Project Company and the denominator of which is the total amount of issued and outstanding ownership interests in such Subject Project Company, at the same purchase price per security as the Pattern Seller and otherwise on the same terms therefor and subject to the same conditions thereto. Neither the Pattern Seller nor any Controlled Affiliate thereof shall have entered into any collateral agreement, commitment or understanding with the Tag Along Purchaser or its affiliates that has or would have the effect of providing to the Pattern Seller or any such Controlled Affiliate consideration of greater value than the consideration offered pursuant to the Tag Along Sale; provided that such restriction shall not apply to any commercial agreement in effect at the time of such transaction (including, for the avoidance of doubt, the MOMA and PAA) that was entered into in accordance with the PSP Consent Rights. If the Tag Along Purchaser does not accept all of the Tagging Interests tendered by PSP, then PEGI shall have the option to either (i) proportionately reduce the number of Tag Sale Interests and Tagging Interests to account for the maximum number of ownership interests that the Tag Along Purchaser is willing to purchase or (ii) abandon the Tag Along Sale. If PSP does not deliver a Tag Along Acceptance Notice within twenty (20) calendar days after receipt of the Tag Along Notice, PSP shall be deemed to have waived its rights with respect to the transfer of its ownership interests in the Subject Project Company pursuant to the applicable Tag Along Sale and the Pattern Seller shall have until one hundred eighty (180) days after the expiration of such twenty (20) calendar day period after the date of the Tag Along Notice in which to transfer the ownership interests described in the Tag Along Notice on terms not materially more favorable (in the aggregate) to the Pattern Seller than those set forth in the Tag Along Notice. If at the end of such one hundred eighty (180) day period the Pattern Seller shall not have completed the transfer of all of the Pattern Seller’s ownership interests contemplated to be transferred in the Tag Along Notice (reduced to account for any Tagging Interests (if any) and all Tagging Interests (if any)), then PSP’s tag along rights shall again apply with respect to any such unsold ownership interests.

Drag-Along Rights. If Except for a Transfer upon a foreclosure or in lieu of foreclosure, if at any time prior XXXX Overseas and/or any of its Affiliates proposes to Transfer directly or indirectly to a Qualifying Public Equity OfferingPerson not its Affiliate, Sponsor in a bona fide arms’ length transaction, the entire Membership Interest of XXXX Overseas and its Affiliates intend to effect a Substantial Change of Control(its “Drag-Along Interest”), Sponsor XXXX Overseas shall have the right right, by notice on or before the 30th day before the Transfer (the “Drag-Along Notice”), which notice shall include all of the terms and conditions of such proposed sale and which shall identify the proposed purchaser(s) of the Drag-Along Interest (the “Drag-Along Purchaser(s)”), to require each other Member to sell to the Drag-Along Purchaser(s) that Member’s entire Membership Interest; provided that the other Members shall have the right, within ten (10) days of receipt of the Drag-Along Notice, to submit a competing offer to XXXX Overseas for the Drag-Along Interest, which offer XXXX Overseas may, in its sole discretion, accept or reject. If XXXX Overseas so elects to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration Interests to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsorsold, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by shall arrange for the Drag-Along ShareholdersPurchaser(s) to purchase the Drag-Along Interests at the same time as and upon the same terms and conditions (including all direct or indirect consideration or compensation) at which XXXX Overseas and/or its Affiliates sell their Drag-Along Interest; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) any indemnification obligations of each of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock participants in connection with such Substantial Change sale shall be borne ratably by all participants in such sale and shall not exceed such participant’s ratable share of Controlany loss. On receipt of a Drag-Along Notice, the other Members shall cooperate with XXXX Overseas and/or its Affiliates and otherwise take, or cause to be taken, all actions and do, or cause to be done, all things necessary or appropriate to enter into, consummate and make effective the sale and purchase of the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03Interests being so Transferred. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders Each Member shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect bear its proportionate share (based upon consideration received) of any indemnification costs and expenses incurred in connection with a transaction effected pursuant to any Transfer under this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion8.4.

Drag-Along Rights. If at any time prior to (a) The SLP Investors may give written notice (a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "“Drag-Along Shareholders"Notice”) to sell the same percentage Senior Managers that the SLP Investors intend to enter into a transaction or a series of Common Stock related transactions involving the transfer, of not less than fifty percent (50%) of the outstanding Share Equivalents (which Share Equivalents to be transferred may include Share Equivalents held by them relative the Senior Managers and/or other holders of Share Equivalents) to such Shareholder's ownership a Person or “group” of Common Stock as Sponsor and its Affiliates are selling Persons (other than to the SLP Investors or an Affiliate of the SLP Investors), whether by merger, tender offer or otherwise (a “Drag-Along Sale”), and, that the SLP Investors desire to cause the Senior Managers to participate in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for on the same type terms and amount per share of consideration received by Sponsor, and (b) after giving effect conditions as available to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along ShareholdersSLP Investors; provided, however, that CSFB will not no Senior Manager shall be obligated required to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock assume any liability or provide indemnification in connection with such Substantial Change of Controltransaction other than (i) liability or indemnification that relates to the ownership of, and the ability to transfer, the Drag-Along Shareholders will be required Share Equivalents being transferred by it and (ii) with respect to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any liabilities or indemnification in connection with a transaction effected pursuant to this Section 4.03 such transaction, its pro rata share on the same terms and conditions as the SLP Investors (a "based on the number of Share Equivalents being transferred by each Senior Manager in such transaction). Such Drag-Along Transaction"Notice shall also specify (1) (with respect the consideration, if any, to such Shareholder's Shareholder Representations) in excess be received by the SLP Investors and the Senior Managers and any other material terms and conditions of the consideration received proposed transaction (which price and other material terms and conditions shall be the same in all material respects for the SLP Investors and the Senior Managers), (2) the identity of the other Person or Persons party to the transaction, (3) the date of completion of the proposed transaction (which date shall be not less than ten (10) Business Days after the date of the notice) and (4) the action or actions required of each Senior Manager in order to complete or facilitate such proposed transaction (including the sale of Share Equivalents held by the Senior Manager, the voting of all such Share Equivalents in favor of any such merger, consolidation or sale of assets and the waiver of any related appraisal or dissenters’ rights). If the SLP Investors are transferring less than all of the Share Equivalents held by the SLP Investors, then each Senior Manager will transfer a number of Share Equivalents equal to the product of the following (the “Drag-Along Shareholder in Portion”): (x) the number of Share Equivalents (including any Shares issuable upon the exercise of Options to the extent such Drag-Along Transaction Options are then vested and no exercisable) beneficially owned by such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess Senior Manager multiplied by (y) a fraction, the numerator of which is the aggregate number of Share Equivalents being transferred by the SLP Investors and the denominator of which equals the aggregate number of Share Equivalents beneficially owned by the SLP Investors. Upon receipt of such Drag-Along Shareholder's Pro Rata PortionNotice, each Senior Manager shall be obligated to take the action or actions referred to in clause (4) above; provided that, in the case of a sale of Shares, with respect to any Shares for which a Senior Manager holds vested and exercisable but unexercised Options, the price per Share shall be reduced by the exercise price of such Options or, if required pursuant to the terms of such Options, such Stockholder shall pay the exercise price therefor prior to the consummation of such sale and shall transfer such Shares to the purchaser in such sale (in each case, net of any amounts required to be withheld by the Company in connection with such Option exercise).

Drag-Along Rights. If at any time prior the Company or the owners of a majority of the Company approves a sale of (i) all of the stock of the Company to one or more independent third parties through one or more related transactions, (ii) all or substantially all of the assets of the Company to one or more independent third parties through one or more related transactions, or (iii) any other transaction where control of the Company is transferred to one or more independent third parties, in each case including if structured as a Qualifying Public Equity Offeringmerger, Sponsor consolidation, joint venture or other similar transaction (each, an “Approved Sale”), the Recipient will consent to and its Affiliates intend to effect a Substantial Change of Controlraise no objections against the Approved Sale and shall waive any dissenters’ rights, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction appraisal rights or similar rights in connection with such Substantial Change Approved Sale. If the Approved Sale is structured as a sale of Control; to vote such Common Stockstock, whether then the Recipient will, if requested by proxythe Company, voting agreement sell or otherwise transfer its Restricted Stock awarded hereunder (or any portion thereof if requested), on the terms and conditions approved by the Company. The Recipient will promptly take all reasonable actions deemed necessary or desirable, in favor the reasonable judgment of the transactions constituting a Substantial Change of Control; Company, in connection with and to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance facilitate the consummation of the foregoing; provided that (a) Approved Sale, including the consideration to be received execution of all agreements and instruments reasonably requested by the other Shareholders shall be for Company. The Company will use reasonable efforts to notify the same type and amount per share Recipient in writing not less than ten (10) business days before the proposed consummation of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholdersan Approved Sale; provided, however, that CSFB will the Recipient agrees not be obligated to participate in such transaction if to, directly or indirectly, without the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) prior written consent of the Common Stock of the Company paid by CSFB in connection with the Transactions and providedCompany, furtherdisclose to any other person any information related to such potential Approved Sale, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than disclosures to legal counsel in confidence or as otherwise necessary to protect the Shareholder RepresentationsRecipient’s rights under this Agreement or applicable law, or as otherwise required by law. In addition000 Xxxxxxxx Xxx, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion.Xxxxx 0000 | Xxxxxx, Xxxxx 00000 | 512.485.9530 | 000.000.0000 Fax | xxx.0xxxxxxxx.xxx

Drag-Along Rights. If at any time prior the Company or its shareholders have received from a person or entity which is not an affiliate of the Company a bona fide written offer to purchase (a Qualifying Public Equity Offering“Drag-Along Sale”) (i) 30% or more of the issued and outstanding shares of Stock or (ii) shares of the Company’s equity securities entitled to vote in the election of directors (“Company Voting Securities”) representing 30% or more of the voting power of all Company Voting Securities, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor the Company shall have the right to require right, but not the other Shareholders obligation (the "“Drag-Along Shareholders"Right”) to sell deliver a written notice (a “Drag Along Notice”) to Purchaser (or the same Fiduciary with a copy to Purchaser, as applicable) stating that it or its shareholders proposes to effect such transaction, and specifying the percentage of Common the issued and outstanding shares of Stock held by them relative to such Shareholder's ownership of Common Stock or Company Voting Securities, as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stockapplicable, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration proposed to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect subject to such transaction, Sponsor the name and its Direct Permitted Transferees shall have sold address of the proposed parties to such transaction and the consideration payable in connection therewith. Purchaser (or the Fiduciary, as applicable) agrees that, upon receipt of a Drag Along Notice, Purchaser (or the Fiduciary, as applicable) shall, at the option of the Company, sell at the same time as the other shareholders sell their shares, a corresponding percentage (based of the percentage of their holdings of Common Stock or Company Voting Securities subject to such transaction, as applicable) of the number of Shares then held by Purchaser (or the Fiduciary, as applicable) upon terms and conditions which, in the aggregate, are no less favorable to Purchaser (or the Fiduciary, as applicable) than the terms and conditions applicable to the sale of shares of Stock or Company as sold Voting Securities by Company shareholders in the Drag-Along ShareholdersSale; providedand Purchaser (or the Fiduciary, howeveras applicable) shall otherwise take all reasonable actions including, without limitation, entering into agreements similar to those to be entered into by other Company shareholders, necessary to consummate the Drag-Along Sale (excluding any indemnification, contribution or similar obligations or agreements not specifically relating to a breach of any representation or warranty by Purchaser or the Fiduciary, as applicable, as to Purchaser’s or the Fiduciary’s, as applicable, ownership of or ability to transfer the Shares subject to the Drag-Along Sale). The consideration shall be in the form of cash, equity or debt securities (whether or not publicly traded) or a combination thereof (but such consideration shall be in the same form and the same proportion as that CSFB applicable to the sale of shares of Stock or Company Voting Securities, as applicable, by the other Company shareholders in the Drag-Along Sale). Purchaser (or the Fiduciary, as applicable) will not be obligated use Purchaser’s (or the Fiduciary’s, as applicable) best commercial efforts to participate cooperate in any such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB and will take all necessary and desirable actions in connection with the Transactions Drag-Along Sale as are reasonably requested by the Company or the Board, including, without limitation, the execution of an agreement to effect the foregoing in form and providedsubstance reasonably satisfactory to the Company and the person or entity making the offer to purchase the Stock or Company Voting Securities, furtheras applicable (excluding any indemnification, that if Sponsor and its Affiliates are selling all contribution or similar obligations or agreements not specifically relating to a breach of their shares any representation or warranty by Purchaser or the Fiduciary, as applicable, as to Purchaser’s or the Fiduciary’s as applicable, ownership of Common Stock in connection with such Substantial Change of Control, or ability to transfer the Shares subject to the Drag-Along Shareholders will be required Sale). The Company and its shareholders shall have no liability to sell all of their shares Purchaser (and the Fiduciary, as applicable) if the transaction described in the Drag Along Notice fails to occur for any reason. Any Shares which are not sold pursuant to this Section 4.03. In connection with 3 shall remain subject to all other terms and conditions of the sale Plan and this Agreement, including the continuation of their shares of Common Stock pursuant the Company’s right to this Section 4.03, exercise the Drag-Along Shareholders shall not be required to make any representations Right and warranties other than Purchaser’s (or the Shareholder Representations. In additionFiduciary’s, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this as applicable) rights under Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion4.

Drag-Along Rights. If Prior to a Qualified IPO, at any time prior that the Company Security Holders that collectively own Company Securities that represent at least a majority of the votes entitled to be cast by all Common Units and Preferred Units convertible into Common Units (calculated as a Qualifying Public Equity Offeringsingle class on an as-converted to Common Unit basis) (the “Dragging Members”) desire or propose that the Company enter into any of the transactions described in subsections (i) through (iii) of the definition of “Deemed Liquidation Event” set forth in Section 1.1 with any Person or Persons that are not affiliated with any such Dragging Members or the Company (an “Approved Sale”), Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor the Dragging Members shall have the right (the “Drag-Along Right”), by providing notice of such Approved Sale to the Company, to require the other Shareholders (Company and each Company Security Holder to comply with this Section 11 with respect to such Approved Sale. Each Company Security Holder, together with the "Drag-Along Shareholders") Company, is hereby obligated to consent to, and raise no objections against, such Approved Sale, and each Company Security Holder is hereby obligated to sell its Company Securities on the same percentage terms and subject to the conditions approved by such Dragging Members. In furtherance of Common Stock held the foregoing, each Company Security Holder acknowledges that no Member shall be entitled to dissenters’ or appraisal rights under any circumstances and Section 18-210 of the Act shall not apply. The Company shall provide each such Company Security Holder with written notice of any Approved Sale at least fifteen (15) Business Days prior to the consummation thereof setting forth in reasonable detail the terms of such Approved Sale, including the class and number of shares of Company Securities to be sold (including the number of Units Equivalents represented thereby), the identity of the prospective Transferee(s), its applicable Per Unit Drag Price and form of consideration to be paid in respect of the Company Securities to be Transferred by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction it in connection with such Substantial Change of Control; to vote Approved Sale, and the date on which such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration Approved Sale is proposed to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the consummated. The Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders Security Holders shall not be required to make any representations comply with, and warranties other than the Shareholder Representations. In additionshall have no rights under, no Drag-Along Shareholder shall be liable in respect of any indemnification Section 9 and Section 12 in connection with a transaction effected pursuant to this Section 4.03 (a "Dragany Approved Sale. 25776957.3325776957.34 42 WEIL:\96757130\2\36182.0003 Case 18-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess 10584-MFW Doc 1078-5 Filed 10/12/18 Page 48 of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion.90

Drag-Along Rights. If at (1) Subject to first complying with its obligations pursuant to Section 3.04(c), if Pattern together with any time prior of its Permitted Transferees (to whom a Qualifying Public Equity OfferingMembership Interest has been transferred) (collectively, Sponsor and its Affiliates intend a “Pattern Seller”) desires to effect a Substantial Change bona fide Transfer of Controlall (but not less than all) of its direct and indirect ownership interests in Holdings, Sponsor whether in one transaction or a series of related transactions (the “Drag Sale Interests” and, any such transactions or series of related transactions, a “Drag Along Sale”) to any Third Party, other than a Permitted Transferee, for cash then the Pattern Seller shall have (in its sole discretion) be permitted to deliver written notice to the right Investor and its Permitted Transferees (to require whom a Membership Interest has been transferred) (collectively, a “PSP Seller”) of such Drag Along Sale no later than fourteen (14) calendar days prior to the anticipated date of consummation of such Drag Along Sale (the “Drag Along Notice”). Such Drag Along Notice shall (i) identify the purchaser, the purchase price per the unit of the membership interests in Holdings and a summary of the other Shareholders material terms and conditions of the proposed Drag Along Sale and (the "Drag-Along Shareholders"ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to sell be entered into by or on behalf or for the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement account or otherwise in favor for the benefit of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwisePattern Seller, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsoras applicable, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and providedDrag Along Sale. Following receipt of the Drag Along Notice, further, that if Sponsor and its Affiliates are selling the PSP Seller shall be obligated to sell to the purchaser all of their shares of Common Stock the PSP Seller’s Membership Interest in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required Company at the purchase price equal to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess purchase price per unit of the consideration received membership interests in Holdings multiplied by such Drag-Along Shareholder (x) the number of units of membership interest in such Drag-Along Transaction Holdings owned by the Company and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's (y) PSP Seller’s Pro Rata PortionShare, and otherwise on the same terms therefor and subject to the same conditions thereto, as the Pattern Seller.

Drag-Along Rights. If at any time prior (1) Subject to first complying with its obligations pursuant to Section 3.04(c), if Pattern Member together with its Permitted Transferees (to whom a Qualifying Public Equity OfferingMembership Interest has been transferred) (collectively, Sponsor and its Affiliates intend a “Pattern Seller”) desires to effect a Substantial Change bona fide Transfer of Controlall (but not less than all) of its Units in the Company, Sponsor whether in one transaction or a series of related transactions (the “Drag Sale Interests” and, any such transactions or series of related transactions, a “Drag Along Sale”) to any Third Party, other than a Permitted Transferee, for cash then the Pattern Seller shall have (in its sole discretion) be permitted to deliver written notice to the right Investor and its Permitted Transferees (to require whom a Membership Interest has been transferred) (collectively, a “PSP Seller”) of such Drag Along Sale no later than fourteen (14) calendar days prior to the anticipated date of consummation of such Drag Along Sale (the “Drag Along Notice”). Such Drag Along Notice shall (i) identify the purchaser, the purchase price per Drag Sale Interests and a summary of the other Shareholders material terms and conditions of the proposed Drag Along Sale and (the "Drag-Along Shareholders"ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to sell be entered into by or on behalf or for the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement account or otherwise in favor for the benefit of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwisePattern Seller, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsoras applicable, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and providedDrag Along Sale. Following receipt of the Drag Along Notice, further, that if Sponsor and its Affiliates are selling the PSP Seller shall be obligated to sell to the purchaser all of their shares of Common Stock the PSP Seller’s Membership Interest in connection with such Substantial Change of Controlthe Company at the same purchase price per Unit, and otherwise on the Drag-Along Shareholders will be required same terms therefor and subject to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03same conditions thereto, as the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionPattern Seller.

Drag-Along Rights. If (a) Subject to the provisions of Section 5.7(f), at any time prior to an Investor Unitholder may propose a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders"Transaction with a Person or group of Persons who are not Permitted Transferees of the Company or any Investor Unitholder and if such proposed Drag-Along Transaction (i) is a Non-Cash Transaction that does not satisfy the requirements of the Selling Proviso or a Cash Transaction and in either case has been approved in writing by the Super- Requisite Holders or (ii) is a Non-Cash Transaction that satisfies the requirements of the Selling Proviso and has been approved in writing by the Requisite Holders (any such Drag-Along Transaction approved in accordance with clause (i) or (ii), an “Approved Sale”), and if the Approved Sale is structured as (I) a merger, conversion, Unit exchange, consolidation, transfer by way of continuation of the Company, or a sale of all or substantially all of the assets of the Company, each Member and Unitholder entitled to sell vote thereon shall vote in favor of the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor Approved Sale and its Affiliates are selling in such transaction shall waive any appraisal rights or similar rights in connection with such Substantial Change merger, conversion, Unit exchange, consolidation or transfer by way of Control; to continuation or asset sale (it being acknowledged that such vote shall result in such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions Approved Sale not constituting a Substantial Change Liquidation Event), or (II) a sale of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of ControlUnits, the Drag-Along Shareholders will be required Unitholders shall agree to sell all of their shares pursuant to this Section 4.03Units which are the subject of the Approved Sale, on the terms and conditions of such Approved Sale. In The Members and Unitholders shall promptly take all necessary and desirable actions in connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess consummation of the consideration received by Approved Sale, including using their reasonable best efforts to obtain the Board’s consent to the Approved Sale and the execution of such Drag-Along Shareholder in agreements and such Drag-Along Transaction instruments and no such Drag-Along Shareholder shall be required other actions reasonably necessary to participate in any (1) provide customary representations, warranties, indemnities, and escrow arrangements relating to such Drag-Along Transaction Approved Sale (subject to clause (c)(v) below) and (2) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth in excess Section 5.7(c) below. The Members and Unitholders shall be permitted to sell their Units pursuant to an Approved Sale without complying with any other provisions of such Drag-Along Shareholder's Pro Rata PortionArticle 5 of this Agreement.

Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering(a) Each Stockholder shall transfer all, Sponsor but not less than all Shares then owned by such Stockholder, in connection and together with the sale of all, but not less than all of the Shares then owned by Apollo and its Affiliates intend and the Other Stockholders in a bona fide transaction (a "Drag Transaction") to effect any person who is not an Affiliate of Apollo (a Substantial Change "Purchaser"). Prior to consummating any Drag Transaction, Apollo will deliver to each Other Stockholder a written notice (a "Sale Notice") specifying (i) the nature and aggregate amount of Control, Sponsor shall have the right to require the other Shareholders consideration (the "Drag-Along ShareholdersSale Price") to be paid to the Stockholders upon the consummation of the Drag Transaction, (ii) the identity of the Purchaser, and (iii) all other material terms of such proposed Drag Transaction, including the proposed date of the closing of the Drag Transaction (the "Drag Transaction Closing Date"). On the Drag Transaction Closing Date, each Stockholder shall sell to the same percentage Purchaser 100% of Common Stock the Shares then held by them relative such Stockholder on the terms and subject to the conditions set forth in the Sale Notice. If any Stockholder fails to deliver certificates representing its Shares as required by this Section 6.3, such Stockholder (i) shall not be entitled to the consideration it is to receive in the Drag Transaction until it cures such failure (provided, that after curing such failure it shall be so entitled to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; consideration without interest), (ii) shall for all purposes be deemed no longer to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor be a stockholder of the transactions constituting a Substantial Change Company and have no voting rights, (iii) shall not be entitled to any dividends or other distributions declared after the Drag Transaction Closing Date with respect to the Shares held by it, (iv) shall have no other rights or privileges granted to Stockholders under this or any future agreement and (v) in the event of Control; to waive their appraisal or dissenters' liquidation of the Company, its rights with respect to such transaction; or otherwiseany consideration it would have received if it had complied with this Section 6.3, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders if any, shall be for subordinate to the same type rights of any equity holder. This Section 6.3 shall inure to the benefit of, and amount per share be enforceable by, Apollo and its Related Persons. "Related Person" means, with respect to any person, (i) any Affiliate of consideration received by Sponsorsuch person, (ii) any investment manager, investment advisor or general partner of such person, and (biii) after giving effect to any investment fund, investment account or investment entity whose investment manager, investment advisor or general partner is such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with person or a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess Related Person of such Drag-Along Shareholder's Pro Rata Portionperson.

Drag-Along Rights. If at any time prior In the event that TPG or TPG WP wishes to sell all or substantially all of its Guarantor Interests, Revolver Interests, Participation Interests, Italian Credit Agreement Rights, Senior Notes or Warrants, in each case by merger, stock sale, asset sale or otherwise (other than pursuant to paragraph 9 of this Agreement) to a Qualifying Public Equity Offeringpurchaser that is not an Affiliate of TPG or TPG WP or any of their Affiliates and said purchaser desires to acquire all or substantially all of the outstanding Guarantor Interests, Sponsor Revolver Interests, Participation Interests, Senior Notes or Warrants, as the case may be, upon such terms and its Affiliates intend conditions as agreed to effect a Substantial Change of Controlwith TPG or TPG WP, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") each Other Holder, agrees to sell all of its Guarantor Interests, Revolver Interests, Participation Interests, Senior Notes, or Warrants, as the same percentage of Common Stock held by them relative case may be, to such Shareholder's ownership of Common Stock as Sponsor said purchaser and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their its appraisal or dissenters' rights with respect to such transaction, at a price that reflects the Pro Rata Portion of its Guarantor Interests, Revolver Interests, Participation Interests, Senior Notes, or Warrants, as the case may be, and on the same terms and conditions as TPG or TPG WP has agreed to with such purchaser; provided, however, that no party required to sell pursuant to this paragraph 8 shall be required to make any representation, covenant or otherwisewarranty in connection with such sale, participate in other than as to its ownership and authority to sell, free of liens, claims or encumbrances, the Guarantor Interests, Revolver Interests, Participation Interests, Senior Notes, or Warrants to be sold by such Substantial Change Lender. In such case, TPG or TPG WP, as the case may be, shall give written notice of Control and each other Shareholder agrees such sale to take any and all reasonably necessary action in furtherance the Other Holders, at least thirty (30) days prior to the consummation of the foregoing; provided that such sale, setting forth (ai) the consideration to be received by such relevant parties, (ii) the other Shareholders shall be for identity of the same type and amount per share purchaser, (iii) the date of consideration received by Sponsor, the proposed transfer and (biv) after giving effect to such transaction, Sponsor any other material items and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock conditions of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionproposed transfer.

Drag-Along Rights. If at any time prior a group of Cash Equity Investors, which group shall include (i) in the event of a Full Company Stock Sale, holders of 66 2/3% or more of the Common Stock Beneficially Owned by the Cash Equity Investors (other than any Cash Equity Investor that has failed to satisfy its Unfunded Commitment which shall remain uncured at the time of such proposed sale), or (ii) in the event of a Qualifying Public Partial Company Stock Sale, holders of 75% or more of the Common Stock Beneficially Owned by the Cash Equity OfferingInvestors at the time of the proposed sale (other than any Cash Equity Investor that has failed to satisfy its Unfunded Commitment which shall remain uncured at the time of such proposed sale) (each member of such group, Sponsor and its Affiliates intend to effect a Substantial Change Selling Investor), proposes in a single transaction or series of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell transactions a Full Company Stock Sale or a Partial Company Stock Sale involving a bona fide arms length transaction in which the same percentage price per share shall be payable in respect of all shares of any class of the Common Stock Beneficially Owned, then, upon the written request of such Selling Investors, each other Cash Equity Investor shall be obligated to, and shall, if so requested by such third party (a) sell, transfer and deliver or cause to be sold, transferred and delivered to such third party, up to all shares of Common Stock held Beneficially Owned by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for at the same type and amount price per share (irrespective of consideration received by Sponsorclass) and on the same terms as are applicable to the Selling Investors, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock if approval of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) required of the Common Stock stockholders of the Company paid by CSFB in connection with the Transactions and providedCompany, furthervote his, that if Sponsor and her or its Affiliates are selling all of their shares of Common Stock in connection with favor thereof and, in the event such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification or transfer is in connection with a transaction effected pursuant to merger or consolidation, each Cash Equity Investor shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. For the purpose of this Section 4.03 3.4, (i) a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess Full Company Stock Sale shall mean the Transfer of all of the consideration received then outstanding Company Stock (which Transfer may exclude any Company Stock Beneficially Owned by such Drag-Along Shareholder in such Drag-Along Transaction AT&T PCS), and no such Drag-Along Shareholder (ii) a Partial Company Stock Sale shall be required to participate in mean any escrow relating to such Drag-Along Transaction in excess Transfer of such Drag-Along Shareholder's Pro Rata PortionCompany Stock other than a Full Company Stock Sale.

Drag-Along Rights. If at any time prior to the Majority Common Shareholders notify (a Qualifying Public Equity Offering, Sponsor and its Affiliates intend “Sale Notice”) each other Shareholder in writing that the Majority Common Shareholders desire to effect a Substantial Change Sale of Controlthe Company and specify the terms and conditions of such proposed sale then, Sponsor notwithstanding any other provision of this Agreement, each such other Shareholder shall have the right to require the other take all necessary and desirable actions reasonably requested by such Majority Common Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with the consummation of such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor Sale of the transactions constituting a Substantial Change Company, including, without limitation, if applicable, (i) within ten (10) business days of Control; to waive their appraisal the receipt of such notice (or dissenters' rights with respect to such transaction; or otherwise, participate longer period of time as such Majority Common Shareholders shall designate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (anotice) the consideration to be received by the such other Shareholders shall cause a Pro Rata number of their respective Shares (for the avoidance of doubt, based on the percentage of Shares, on a Diluted Basis, owned by the Majority Common Shareholders that is being sold) to be sold to the designated purchaser on the same terms and conditions and for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold at the same percentage of their holdings of time as the Shares being sold by such Majority Common Stock Shareholders or (ii) otherwise participating in such Sale of the Company on the same terms and conditions and for the same consideration and at the same time as sold by the Drag-Along such Majority Common Shareholders; provided, howeverthat the liabilities and indemnification obligations with respect to the representations and warranties provided to the designated purchaser by a Shareholder selling Shares shall, to the extent that CSFB will such representations and warranties relate solely to such Shareholder, be several and not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection joint with the Transactions other Shareholders selling Shares, and shall, to the extent such representations and warranties relate to the Company, be Pro Rata with the other Shareholders; provided, further, that if Sponsor in no event shall such liabilities and indemnification obligations be greater than the gross proceeds received by each such Shareholder in connection with the Sale of the Company; provided, further, that until the third anniversary of the Effective Date, no Shareholder can be required to sell its Affiliates are selling Shares in connection with any Sale of the Company under this Section 2.4 for a price of less than $36.75 per share subject to adjustment for any stock dividends, splits, reverse splits, combinations, reclassifications and the like. In furtherance, and not in limitation, of the foregoing, in connection with a Sale of the Company effected in accordance with this Section 2.4, each Shareholder will, (a) consent to and raise no objections against the Sale of the Company or the process pursuant to which it was arranged, (b) waive any dissenter’s rights and other similar rights, (c) execute all documents containing such terms and conditions as those executed by all such Majority Common Shareholders as directed by such Majority Common Shareholders and (d) exercise or cause to be exercised, to the extent and as directed by the Majority Common Shareholders, any drag-along or similar rights impacting other holders of their shares of Common Stock Stock, irrespective of whether such holder is a party to this Agreement. The Company will pay (A) the costs and expenses incurred by the Majority Common Shareholders in connection with a Sale of the Company which are not otherwise paid by the purchaser in connection with such Substantial Change Sale of Controlthe Company as well as (B) the reasonable costs and expenses of one legal counsel each for the Bain Shareholders (as a Shareholder Group), the Drag-Along Temasek Shareholders (as a Shareholder Group), the TPG Shareholders (as a Shareholder Group), the 3i Shareholders (as a Shareholder Group), and the DG Shareholders (as a Shareholder Group), incurred in furtherance of such Sale of the Company by each such counsel in reviewing the documentation for such Sale of the Company and explaining such documentation to their clients and not otherwise paid by the purchaser in connection with such Sale of the Company; provided, that the Company will have no obligation to pay more than $50,000 for any one legal counsel pursuant to this clause (B). At the written request of the Bain Shareholders, the Temasek Shareholders, the TPG Shareholders, the 3i Shareholders or the DG Shareholders delivered to the Majority Common Shareholders within five (5) business days of receipt of the Sale Notice, prior to consummation of such Sale of the Company, the Majority Common Shareholders shall obtain a fairness opinion from a nationally recognized investment bank or appraisal firm to the effect that the aggregate consideration to be required paid to sell the Majority Common Shareholders pursuant to such Sale of the Company is fair consideration to the Majority Common Shareholders from a financial point of view as of the time of the Sale Notice. None of the Shareholders shall, except pursuant to the Management Agreement, if applicable, receive any special consideration or any special fees or other special rights (monetary or otherwise) in connection with a Sale of the Company unless each other Shareholder receives its Pro Rata portion of such special consideration or fees or receives the same special rights. Each of the Shareholders shall disclose, and deliver copies of, if applicable, to each other Shareholder, all agreements, arrangements and understandings that such Shareholder or, to the knowledge of their shares such Shareholder, Affiliates of such Shareholder, enter into with the designated purchaser or its Affiliates relating to the Sale of the Company. All Common Stock to be sold pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder 2.4 shall be liable included in respect of any indemnification in connection with determining whether or not a proposed transaction effected pursuant to this Section 4.03 (constitutes a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess Sale of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionCompany.

Drag-Along Rights. If at any time prior Prior to the consummation of an initial public offering, if a Qualifying Public Equity OfferingMember holding a majority of Units (including for purposes of determining majority ownership, Sponsor and its Affiliates intend Units owned by such Member’s affiliates) (the “Initiating Member”) desires to effect a Substantial Transfer, directly or indirectly, constituting a Change of Control, Sponsor then the Initiating Member may elect to exercise its drag-along right (the “Drag-Along Right”) by providing written notice to all Members other than the Initiating Member (each, a “Drag-Along Member”). Such written notice shall disclose the identity of the proposed transferee(s), the Person or Persons, if any, that control the proposed transferee(s), the number and classes of Units proposed to be Transferred and the terms and conditions, including price, of the proposed Transfer. If the Initiating Member exercises its Drag-Along Right, each Drag-Along Member shall, except to the extent contrary to applicable law, consent to and raise no objections to such Change of Control and shall take all actions reasonably necessary or desirable to consummate such Change of Control, including by Transferring to the proposed transferee(s) the number of Units which is in the same proportion to each such Drag-Along Member’s total ownership of Units as the number of Units being Transferred by the Initiating Member in the proposed transaction is to the Initiating Member’s total ownership of Units. Such Transfer of Units by the Drag-Along Members shall be at the same price and on the same terms and conditions as the Initiating Member shall be Transferring its Units in such transaction or series of related transactions, and the Initiating Member and the Drag-Along Members shall each bear their ratable share of the liabilities and expenses incurred in connection with such Change of Control; it being understood that the price per Unit shall take into account all benefits being obtained by Buyer or any of its affiliates in connection with or as a consequence of such Change of Control. The Drag-Along Right shall not apply to any Change of Control which would require supermajority consent as described above, unless such consent has been obtained. For the sake of clarity, the Right of First Offer shall not apply with respect to any Transfer made in connection with the exercise of the Drag-Along Right, but the Right of First Offer shall apply in connection with the Transfer prior to any Member exercising the Drag-Along Right. In any Change of Control, the Buyer’s owners shall have the right to require sell their indirect stake in the other Shareholders (Company by selling the "Drag-Along Shareholders") to sell capital stock of the Buyer at the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock price as Sponsor the Units, without discount. Buyer shall ensure that Buyer’s only asset is the Units and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees Buyer shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; providedno liabilities, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionincluding debt.

Drag-Along Rights. If at any time prior Prior to the initial Public Offering by the Company, in the event that the Fortress Shareholders shall propose to transfer, in one or more transactions, more than 50% of the Shares they collectively own to a Qualifying Public Equity OfferingProposed Purchaser, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor the Fortress Shareholders shall have the right to require the other Shareholders and option (the "Drag-Drag Along ShareholdersRight") ), but not the obligation, to sell compel the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated Participant to participate in such transaction if sale, at the same price per Share or Restricted Share Unit (which price shall take into account all consideration per share proposed to be paid by the Proposed Purchaser to the Fortress Shareholders in such transaction is less than $16.90 per share (sale) and on the same terms and subject to the same conditions as adjusted for Adjustments) the sale proposed by the Fortress Shareholders, by transferring up to the same proportion of the Common Stock Restricted Share Units and Shares to which the Participant has become entitled through the vesting of Restricted Share Units pursuant to this Agreement as the proportion of the Company paid by CSFB Fortress Shareholders' Shares that shall be transferred in connection with the Transactions and providedsuch sale. Notwithstanding any other provision of this Agreement, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required any otherwise applicable restrictions on Transfer shall not apply to sell all of their shares a Transfer pursuant to this Section 4.03. In connection with 14(b) and, after the sale consummation of their shares of Common Stock pursuant to this Section 4.03such Transfer, the Drag-Along Shareholders shall not be required apply to make such Shares in the hands of the Proposed Purchaser or the Proposed Purchaser's successors; provided, however that any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder Restricted Share Units shall be liable cancelled upon consummation of the Transfer. Fortress Shareholders may exercise the Drag Along Right in respect of any indemnification such sale by notifying the Company and the Participants in connection with a transaction effected pursuant writing no later than fifteen (15) days prior to this Section 4.03 the proposed effective date of such proposed sale of (a "Drag-Along Transaction"i) the proposed purchase price to be paid by the Proposed Purchaser in such sale, (with respect to ii) the other material terms and conditions of such Shareholder's Shareholder Representationsproposed sale and (iii) in excess the proposed effective date of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess proposed sale. Upon receipt of such Drag-Along Shareholder's Pro Rata Portionnotice, the Participant shall execute and deliver any purchase agreement or other certificate, instrument or other agreement required by the Proposed Purchaser to consummate the proposed sale on or prior to the proposed effective date.

Drag-Along Rights. If at any time prior the Company or the owners of a majority of the Company approves a sale of (i) all of the stock of the Company to one or more independent third parties through one or more related transactions, (ii) all or substantially all of the assets of the Company to one or more independent third parties through one or more related transactions, or (iii) any other transaction where control of the Company is transferred to one or more independent third parties, in each case including if structured as a Qualifying Public Equity Offeringmerger, Sponsor consolidation, joint venture or other similar transaction (each, an “Approved Sale”), the Recipient will consent to and its Affiliates intend to effect a Substantial Change of Controlraise no objections against the Approved Sale and shall waive any dissenters’ rights, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction appraisal rights or similar rights in connection with such Substantial Change Approved Sale. If the Approved Sale is structured as a sale of Control; to vote such Common Stockstock, whether then the Recipient will, if requested by proxythe Company, voting agreement sell or otherwise transfer its Restricted Stock awarded hereunder (or any portion thereof if requested), on the terms and conditions approved by the Company. The Recipient will promptly take all reasonable actions deemed necessary or desirable, in favor the reasonable judgment of the transactions constituting a Substantial Change of Control; Company, in connection with and to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance facilitate the consummation of the foregoing; provided that (a) Approved Sale, including the consideration to be received execution of all agreements and instruments reasonably requested by the other Shareholders shall be for Company. The Company will use reasonable efforts to notify the same type and amount per share Recipient in writing not less than ten (10) business days before the proposed consummation of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholdersan Approved Sale; provided, however, that CSFB will the Recipient agrees not be obligated to participate in such transaction if to, directly or indirectly, without the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) prior written consent of the Common Stock of the Company paid by CSFB in connection with the Transactions and providedCompany, furtherdisclose to any other person any information related to such potential Approved Sale, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than disclosures to legal counsel in confidence or as otherwise necessary to protect the Shareholder RepresentationsRecipient’s rights under this Agreement or applicable law, or as otherwise required by law. In addition000 Xxxxxxxx Xxx, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion.Xxxxx 0000 | Xxxxxx, Xxxxx 00000 | 512.485.9530 | 000.000.0000 Fax | xxx.xxxxxxxxxxxx.xxx

Drag-Along Rights. If at any time prior Subject to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor rights of the transactions constituting a Substantial Change of Control; Management Stockholders to waive their appraisal or dissenters' rights with respect elect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of put their shares of Common Stock pursuant to this Section 4.03, 5(b) (it being understood and agreed that the Drag-Along Shareholders Management Stockholders shall not be required subject to make any representations and warranties this Section 4(a) if they elect to exercise such put rights), if Xxxxxx Xxxxxx desires to sell, Transfer, redeem or otherwise dispose of at least a majority of the shares of Capital Stock of the Company to a Person other than a Permitted Transferee (a “Disposition”), then, at the Shareholder Representations. In additionoption of Xxxxxx Xxxxxx, no Drag-Along Shareholder the Management Stockholders shall be liable obligated to participate in respect such Disposition as set forth in this Section 4(a) on a pro rata basis on the same terms, price and conditions as Xxxxxx Xxxxxx. For purposes of any indemnification this Section 4(a), each Management Stockholder shall be obligated to dispose of a number of shares of Capital Stock in connection with the Disposition equal to its Pro Rata Share; provided, that to the extent the purchase price paid by the purchaser or transferee in such Disposition consists of non-cash consideration, Xxxxxx Xxxxxx shall pay to each Management Stockholder the fair market value of such non-cash consideration in exchange for such non-cash consideration (in a transaction effected manner that is as tax efficient as possible and otherwise mutually acceptable to the Management Stockholders and Xxxxxx Xxxxxx) within 30 days of the consummation of such Disposition. Xxxxxx Xxxxxx shall give the Management Stockholders written notice (the date such notice is given, the “Drag Notice Date”) of any Disposition at least thirty (30) days prior to the closing of the Disposition and such notice shall (i) describe in reasonable detail the Disposition, including, without limitation, the number of Capital Stock to be effectively sold, the identity of the prospective transferee(s), the purchase price of the Capital Stock to be effectively sold and the other material terms and conditions of such Disposition, (ii) provide the Management Stockholders with the date of closing for the Disposition, and (iii) indicate whether Xxxxxx Xxxxxx is exercising its rights pursuant to this Section 4.03 4(a). Notwithstanding anything to the contrary set forth in this Agreement, in the event that the proceeds to be paid to any Management Stockholder in consideration for his Capital Stock in connection with any such Disposition is greater than or equal to 4% below the Fair Market Value as determined in the most recently completed Annual Appraisal or Alternative Annual Appraisal, as the case may be, prior to the Drag Notice Date (a "Drag-Along Transaction"as defined below), then (i) if the valuation date of the most recently completed Annual Appraisal or Alternative Annual Appraisal, as the case may be, is within 6 months prior to the Drag Notice Date, Xxxxxx Xxxxxx shall be obligated to pay to each Management Stockholder the difference between (with respect a) the Fair Market Value of such Management Stockholder’s Capital Stock as determined in such appraisal, and (b) the proceeds paid to such Shareholder's Shareholder RepresentationsManagement Stockholder (without giving effect to any taxes payable on such proceeds) as consideration for his Capital Stock in excess such Disposition; or (ii) if the valuation date of the most recently completed Annual Appraisal or Alternative Annual Appraisal, as the case may be, is more than 6 months prior to the Drag Notice Date, such Management Stockholder shall have the right to request an additional appraisal to determine the Fair Market Value of such Management Stockholder’s Capital Stock for purposes of this Section 4(a). Any such appraisal shall be conducted by the Appraiser. The Appraiser shall be instructed to determine Fair Market Value in accordance with the assumptions and parameters set forth in the definition of Fair Market Value as set forth in this Agreement and shall be instructed to perform the evaluation as quickly as reasonably possible but in any event in no more than 30 days. In the event that such appraisal (the “Drag Sale FMV Appraisal”) results in a Fair Market Value that is less than 4% higher or lower than the Fair Market Value in the most recent Annual Appraisal or Alternative Annual Appraisal, as the case may be, prior to the Drag Notice Date, then the Management Stockholders shall be obligated to sell their Capital Stock on the same terms, price and conditions as Xxxxxx Xxxxxx, and the costs of the Drag Sale FMV Appraisal shall be borne by the Management Stockholder(s) that requested such Drag Sale FMV Appraisal. In the event that the Appraiser determines the Fair Market Value is greater than or equal to 4% higher or lower than the Fair Market Value in the most recent Annual Appraisal or Alternative Annual Appraisal, as the case may be, prior to the Drag Notice Date, then Xxxxxx Xxxxxx shall be obligated to pay to each Management Stockholder the difference between (i) the Fair Market Value of such Management Stockholder’s Capital Stock as determined in the Drag Sale FMV Appraisal and (ii) the proceeds paid to such Management Stockholder (without giving effect to any taxes payable on such proceeds) as consideration received by such Drag-Along Shareholder for his Capital Stock in such Drag-Along Transaction Disposition. In such event, the fees and no such Drag-Along Shareholder expenses of the Drag Sale FMV Appraisal shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionborne by the Company.

Drag-Along Rights. If at any time prior (a) Subject to a Qualifying Public Equity OfferingSection 3.8(c) hereof, Sponsor and its Affiliates intend to effect a Substantial Change of Controlif the Investor Stockholders (collectively, Sponsor shall have the right to require the other Shareholders (the "Drag-Along ShareholdersTransferor") to sell approve a sale of (i) a majority of the same percentage outstanding shares of Common Stock held on an as converted basis to a Bona Fide Purchaser or (ii) all or substantially all of the assets of the Company to a Bona Fide Purchaser (each an "Approved Sale"), whether by them relative way of merger, consolidation, sale of stock or assets, or otherwise, all Stockholders shall consent to such Shareholder's ownership and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger or consolidation of Common Stock as Sponsor and its Affiliates are selling in such transaction the Company or a subsidiary, or a sale of all or substantially all of the assets of the Company or a subsidiary, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such Substantial Change merger, consolidation or asset sale, or (B) a sale of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor a majority of the transactions constituting a Substantial Change outstanding shares of Control; Common Stock on an as converted basis the Stockholders shall agree to waive sell their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance respective proportionate percentages of the foregoing; provided that (a) Common Stock on an as converted basis which are the consideration to be received by subject of the other Shareholders shall be for Approved Sale, on the same type terms and amount per share of consideration received by Sponsor, and (b) after giving effect conditions as applicable to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along ShareholdersTransferor. The Stockholders shall take all actions reasonably requested by the Drag Along Transferor in connection with the consummation of the Approved Sale, including the execution of all agreements and such instruments and other actions requested by the Drag Along Transferor to provide the representations, warranties, indemnities, covenants, conditions, agreements, escrow agreements and other provisions and agreements relating to such Approved Sale; provided, however, that CSFB will not each -------- ------- participating Stockholder's liability under any such agreement or instrument shall be obligated limited to participate in his/her/its proportionate percentage of such transaction if liability (based on the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) number of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with on an as converted basis held by such Substantial Change of Control, Stockholder which are subject to the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders Approved Sale) and shall not be required to make any representations and warranties other than exceed the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration proceeds received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder Stockholder. The Stockholders shall be required permitted to participate in any escrow relating sell their Equity Securities pursuant to such Drag-Along Transaction in excess an Approved Sale without complying with the provisions of such Drag-Along Shareholder's Pro Rata PortionSections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7 of this Agreement.

Drag-Along Rights. If the Remaining Shareholders elect not to exercise their Right of First Offer under Section 3(b)(i), and the Initiating Shareholder is a holder of at any time prior least twenty-five percent (25%) of the outstanding Common Stock and further, that subsequently, such Initiating Shareholder negotiates a Third Party Sale at a price not less than the price set forth in the Offer, the Remaining Shareholders may be required to a Qualifying Public Equity OfferingTransfer all (but not less than all) of their Common Stock (including the Warrant and/or Warrant Shares) then owned by them in such Third Party Sale to the proposed transferee (the "Drag Along Right"), Sponsor and its Affiliates intend such to effect a Substantial Change sale of Controlall of the outstanding Common Stock. Each Remaining Shareholder will receive from the proposed transferee, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders Initiating Shareholder for its Common Stock (including the Warrant and/or Warrant Shares), in such Third Party Sale. To exercise the Drag Along Right, the Initiating Shareholder shall be for first give to the same type Company and amount per share to each Remaining Shareholder a written notice (a "Drag Along Notice") containing (a) the name and address of consideration received by Sponsorthe proposed transferee, and (b) after giving effect the proposed purchase price, terms of payment and other material terms and conditions of the Third Party Sale. Each Remaining Shareholder shall thereafter be obligated to such transaction, Sponsor and sell to the proposed transferee its Direct Permitted Transferees shall have sold the same percentage of their holdings shares of Common Stock subject to such Drag Along Notice, such Remaining Shareholder a "Drag Along Shareholder", provided, that, the sale is consummated within ninety (90) days of delivery of the Company as sold by the Drag-Drag Along Shareholders; providedNotice, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor (i) any instruments of conveyance and its Affiliates transfer for such sale shall not include any representations and warranties of such Drag Along Shareholder except such representations and warranties as are selling ordinarily given by a seller of securities with respect to such seller's authority to sell, enforceability of agreements against such seller, such seller's good title in such securities and good title in such securities to be acquired at the closing of such sale and (ii) that all representations and warranties, covenants, indemnities and agreements shall be made by the Initiating Shareholder and each Drag Along Shareholder thereunder severally and not jointly and that any liability of their the Initiating Shareholder and the Drag Along Shareholder thereunder shall be borne by each of them on a pro rata basis determined according to the number of shares of Common Stock in connection with sold by each of them. If such Substantial Change of Controlsale is not consummated within such ninety (90) day period, the Drag-Along Shareholders will then each affected Remaining Shareholder may sell, but shall no longer be required obligated to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their sell, such Remaining Shareholder's shares of Common Stock pursuant to this Section 4.03, the Drag-such Drag Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionNotice.

Drag-Along Rights. If at (a) At any time prior to a Qualifying Qualified Public Equity Offering, Sponsor in the event that (i) stockholders representing at least fifty percent (50%) of the voting power of the then outstanding shares (excluding those of the Holders and its Affiliates intend the Section 5 Holders), vote to effect approve any Sale Transaction (as defined below), or (ii) if after the fourth anniversary of the date hereof, the Investors holding a Substantial Change majority of Controlthe Preference Stock, Sponsor shall have such majority to include Easton and Maverick, request that the right Holders and the Section 5 Holders vote to require approve any Sales Transaction, then at the other Shareholders request of Easton and Maverick, each Holder and Section 5 Holder (collectively the "“Drag-Along Shareholders"Stockholders”) will be required to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to (1) vote such Common Stock, whether by proxy, voting agreement or otherwise Drag-Along Stockholders’ shares of capital stock in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsorthereof, and (b) after giving effect otherwise consent to and raise no objection to such transaction, Sponsor and its Direct Permitted Transferees shall waive any dissenters’ rights, appraisal rights or similar rights that such Drag-Along Stockholder may have sold in connection therewith, and (2) sell such Drag-Along Stockholder’s shares, and take all necessary and desirable actions as directed by the same percentage Board of their holdings of Common Stock Directors of the Company as sold by and the DragInvestors representing at least two-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) thirds of the Common Stock voting power of the Company paid by CSFB then outstanding shares of the Investors, in connection with the Transactions consummation of such Sale Transaction, including, to the extent applicable, granting consents to such Sale Transaction under other agreements between the Company and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all Stockholders or voting the Stock of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the such Drag-Along Shareholders shall not be required Stockholders in favor of such Sale Transaction in votes (whether at a meeting of stockholders or by written consent) provided for under the Company’s charter documents, executing a purchase agreement and selling, exchanging or otherwise transferring all of the shares of the Company’s capital stock (or warrants or other rights to make any representations and warranties other than the Shareholder Representations. In additionsubscribe for or purchase capital stock) held by such Drag-Along Stockholders; provided, however that no Drag-Along Shareholder Stockholder shall be liable in respect of required hereunder to indemnify or otherwise accept liability to any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) person for damages in excess of the consideration amounts actually received by such Drag-Along Shareholder Stockholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in connection with any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionSale Transaction.

Drag-Along Rights. 6.1 If the Stockholders owning at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change least 51% of Control, Sponsor shall have the right to require the other Shareholders Common Stock (the "Drag-Along ShareholdersRequisite Stockholders") approve a sale of the Company or substantially all of its assets to sell a third party in an arm's-length transaction in which such purchaser is not the same percentage Company or an Affiliate of Common Stock held the Company (an "Approved Sale"), whether by them relative way of merger, consolidation, sale of stock or assets, or otherwise, all Stockholders shall consent to such Shareholderand raise no objections against the Approved Sale, and if the Approved Sale is structured as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the Company's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction assets, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such Substantial Change of Control; to vote such Common Stockmerger, whether by proxyconsolidation or asset sale, voting agreement or otherwise in favor (ii) a sale of the transactions constituting a Substantial Change stock of Control; the Company, the Stockholders shall agree to waive sell their appraisal or dissenters' rights capital stock on the terms and conditions approved by the Requisite Stockholders. The Stockholders shall take all necessary and desirable actions approved by the Requisite Stockholders in connection with respect the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary (i) to provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such transaction; or otherwiseApproved Sale, participate to the extent reasonably customary in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsorsimilar transactions, and (bii) after giving effect to such transaction, Sponsor effectuate the allocation and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock distribution of the Company aggregate consideration upon the Approved Sale as sold by the Drag-Along Shareholdersset forth below; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder Stockholder shall be liable in respect for more than his or its pro rata share (based upon the number of shares of capital stock held and not the amount of consideration received) of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to liability for misrepresentation or indemnity and such Shareholder's Shareholder Representations) in excess of liability shall not exceed the consideration total purchase price received by such Drag-Along Shareholder in such Drag-Along Transaction Stockholder for his or its capital stock, after taxes and no such Drag-Along Shareholder expenses. Notwithstanding any provision herein to the contrary, and for the avoidance of doubt, the provisions of Section 4.1 shall be required inapplicable to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionan Approved Sale.

Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering(a) In connection with an Approved Sale, Sponsor and its Affiliates intend to effect a Substantial Change of Controlthe Principal Investors (or if such Approved Sale is approved by one Principal Investor, Sponsor shall have the right such Principal Investor) may elect to require the all other Shareholders (the "Drag-Along Shareholders") Unitholders to sell the same percentage of Common Stock vote all Units then held by them relative such Unitholders in favor of such Approved Sale and to Transfer all or a portion of such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction Unitholder’s Units in connection with such Substantial Change of Control; Approved Sale. In such case, each Unitholder shall vote for, consent to vote and raise no objections against such Common StockApproved Sale. If the Approved Sale is structured as a (i) merger or consolidation, whether by proxyeach Unitholder shall waive any dissenters’ rights, voting agreement appraisal rights or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' similar rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change merger or consolidation or (ii) sale of ControlUnits, the Drag-Along Shareholders will be required each Unitholder shall agree to sell all of their shares such Unitholder’s Units or rights to acquire Units on the terms and conditions approved by the Principal Investors (or if such Approved Sale is approved by one Principal Investor, such Principal Investor), subject to this Section 10.6. Each Unitholder shall be obligated to fully participate in an Approved Sale (on a pro rata basis to the extent that not all of the LLC’s Units are being transferred in the Approved Sale), and shall be required to exercise all warrants, rights and options, and convert all convertible securities to the extent required by the Principal Investors (or if such Approved Sale is approved by one Principal Investor, such Principal Investor). (b) In the event of an Approved Sale: (i) each Unitholder shall, within fifteen (15) days following written request from the LLC, deliver to the LLC certificates or other instruments evidencing all Units held by such Unitholder, duly endorsed, together with all other documents required to be executed in connection with such Approved Sale or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Units pursuant to this Section 4.03. In connection with 10.6(b) at the closing for such Approved Sale against delivery to such Unitholder of the consideration therefor; (ii) each Unitholder shall receive in exchange for each Unit held by such Unitholder the same portion of the aggregate consideration from such sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties or exchange as each other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable Unitholder receives in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess each of its Units and, if the consideration received by from such Drag-Along Shareholder sale or exchange is in such Drag-Along Transaction and no such Drag-Along Shareholder the form of securities, then each Unitholder shall be required entitled to participate in receive the same form of securities and the same amount of securities per Unit as each other Unitholder and if any escrow relating Unitholders are given an option as to such Drag-Along Transaction in excess the form and amount of such Drag-Along Shareholder's Pro Rata Portion.securities to be received, each Unitholder shall be given the same option;

Drag-Along Rights. If at any time prior the Controlling Members shall propose to sell or otherwise Transfer for value (a Qualifying Public Equity Offering"Proposed Transfer") to one or more purchasers or Transferees (the "Proposed Transferees"), Sponsor and its Affiliates intend to effect in a Substantial Change single transaction or related series of Controltransactions, Sponsor all of their Membership Interest, then the Controlling Members shall have the right to require the other Shareholders (the "Drag-Along Shareholders") Minority Members to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by SponsorTransfer, and (b) after giving effect the Minority Members hereby agree to such transactionsell or otherwise Transfer, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares Membership Interest to the Proposed Transferees at the same time as the Controlling Members close the Proposed Transfer. The sale or other Transfer by the Minority Members shall be on the same terms and conditions as the Proposed Transfer by the Controlling Members. Such right of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required Controlling Members to require the Minority Members to sell all of or otherwise Transfer their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder Membership Interest shall be liable in respect of any indemnification in connection with exercisable as follows: The Controlling Members shall deliver a transaction effected pursuant to this Section 4.03 notice (a "Drag-Along TransactionNotice") (with respect to such Shareholder's Shareholder Representations) the Minority Members of their election to exercise that right and describing in excess reasonable detail the terms of the Proposed Transfer, any purchase or other agreement(s) pursuant to which the Proposed Transfer is to be effectuated and any other documents or instruments which the Proposed Transferee reasonably requests to be executed and delivered by the Minority Members to effectuate the Proposed Transfer. Any such purchase or other agreement and such other documents or instruments are referred to as the "Proposed Transfer Agreements". The Minority Members shall promptly, but in any event within seven (7) days after receipt of the Drag-Along Notice and the Proposed Transfer Agreements deliver to the Controlling Members two (2) executed copies of the Proposed Transfer Agreements. The Membership Interests shall be Transferred to the Proposed Transferee pursuant to the Proposed Transfer Agreements, and immediately upon consummation of such transaction, the Controlling Members shall remit to the Minority Members that portion of the sale proceeds which they are entitled to receive by reason of its participation in such Proposed Transfer. In the event that the aggregate consideration received by such Drag-Along Shareholder in such Drag-Along Transaction the Minority Members as a result of the Proposed Transfer is less than the EBIT Price for the Fiscal Year immediately prior to the Proposed Transfer, the Controlling Members shall pay to the Minority Members the difference between the EBIT Price and no such Drag-Along Shareholder shall be required the consideration paid by the Proposed Transferee to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionthe Minority Members.

Drag-Along Rights. (a) If at any time prior the DLJMB Entities propose to Transfer to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders Third Party (the "Purchaser") in a Private Sale, including, without limitation, a Transfer to the Company pursuant to a recapitalization transaction, (i) Shares constituting not less than 50% of their Initial Ownership or (ii) Shares which, together with the Subject Shares (as defined below) constitute not less than 50% of the outstanding Common Shares and such Transfer has been approved by the Board in accordance with the Articles of Incorporation, the Bylaws and applicable law, then the DLJMB Entities may, at their option, require ("Drag-Along ShareholdersRights") each other Shareholder to sell Transfer (a "Drag-Along Sale") pursuant to the same percentage provisions of Common Stock held this Section 3.4 a number of Shares (the "Subject Shares") equal to the number of Shares owned beneficially by them relative such Shareholder multiplied by a fraction the numerator of which is the number of Shares to such be sold by the DLJMB Entities in the proposed Transfer triggering the Drag-Along Sale and the denominator of which is the total number of Shares owned beneficially by the DLJMB Entities; PROVIDED, HOWEVER, that only a Management Shareholder's ownership Management Purchased Shares and Vested Option Shares shall be included in determining the number of Common Stock such Management Shareholder's Subject Shares; and PROVIDED FURTHER, that for the purpose of determining the number of Vested Option Shares, any Option Shares vesting as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial a result of the proposed Transfer pursuant to the provisions of Section 3.1(c) of the Uhlenhop Employment Agreement or the "Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor " provisions of the transactions constituting a Substantial Change Management Option Plan, as the case may be, shall be deemed Vested Option Shares for the purpose of Control; to waive this Section 3.4(a). If the DJLMB Entities exercise their appraisal or dissenters' rights with respect to such transaction; or otherwiseDrag-Along Rights, participate each of the Shareholders shall receive for its Subject Shares in the Drag-Along Sale the same consideration per Share that the DLJMB Entities receive for their Shares from the Purchaser in such Substantial Change proposed Transfer and as set forth in the Drag-Along Notice (as defined below), including, if the DLJMB Entities are given an option as to types of Control consideration for their Shares, such other Shareholders shall be given the same option as to types of consideration for their Shares, and each other Shareholder agrees to take any such Drag-Along Sale shall otherwise be on the same terms and all reasonably necessary action conditions upon which the DLJMB Entities are selling their Shares in furtherance of the foregoing; provided that (a) such proposed Transfer. In determining the consideration to be received by the other Shareholders shall DLJMB Entities under this Section 3.4, any customary compensation for investment banking or financial advisory services to be for the same type and amount per share paid to DLJSC or any of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock (other than the DLJMB Entities) in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders Transfer shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionincluded.

Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) Subject to compliance with Section 8.6, in the event that (x) the Requisite Members (the “Dragging Members”) propose a Company Sale and (y) the consideration for such Company Sale is to be received by paid in the form of cash or Marketable Securities (an “Approved Sale”), then the Company shall give notice to the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock Members of the Company as sold by Approved Sale, which notice shall include the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) material terms of the Common Stock Approved Sale (the “Sale Request”). Each Member agrees not to directly or indirectly, without the prior written consent of the Company paid Board of Managers, disclose to any other Person any information related to the Sale Request or the Approved Sale, other than disclosures to legal counsel or other advisors in confidence or as otherwise required by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03Law. In connection with the sale Approved Sale, (i) each Member shall be obligated to and agrees that, in such Member’s capacity as a member of their shares the Company, such Member will vote, or grant proxies relating to all of Common Stock pursuant its Membership Interests to this Section 4.03vote, all of such Member’s Membership Interests in favor of, consent to, raise no objections to, and waive any dissenters, appraisal or similar rights with respect to, the Drag-Along Shareholders Approved Sale and will not exercise any right to dissent or seek appraisal rights in respect of the Approved Sale, (ii) each Member shall take all actions which the Dragging Members deem necessary or advisable in the sole judgment of the Dragging Members in connection with the consummation of the Approved Sale, including executing, delivering and agreeing to be bound by the terms of any agreement related to the Approved Sale and any other agreement, instrument or certificates necessary to effectuate the Approved Sale, (iii) if the Approved Sale is structured as a transfer of Membership Interests, each Member will agree to transfer its Membership Interests and shall deliver at the closing of the Approved Sale its Membership Interests, including certificates relating thereto (if any), free and clear of all claims, liens and encumbrances, on the terms and conditions as approved by the Dragging Members (it being understood and agreed that each Member will be obligated to Transfer its Membership Interests in the proportion, by class and amount, to the Membership Interests proposed to be Transferred in the Approved Sale) and (iv) each Member shall pay such Member’s pro rata share of the costs and expenses incurred in connection with the Approved Sale as determined in good faith by the Board of Managers to the extent such costs and expenses are incurred for the benefit of the Members and are not otherwise paid by the Company. Costs incurred by any Member on its own behalf will not be considered costs of the Approved Sale. Notwithstanding the foregoing, in connection with the Approved Sale (1) no Member that is not a Dragging Member (a “Dragged Member”) shall be required to make representations or warranties other than representations and warranties with respect to the Dragged Member’s valid ownership of its Membership Interests, free of liens and encumbrances, and such Dragged Member’s authority, power and right to enter and consummate such Approved Sale, (2) the indemnification obligation of a Dragged Member with respect to the breach of any representation or warranty concerning the Company or any other Group Company or their respective business or operations shall be pro rata, several and not joint and limited to the lesser of (A) the net amount of proceeds actually received by such Dragged Member with respect to its Membership Interests in connection with such Approved Sale and (B) such Dragged Member’s pro rata share of any “cap” on indemnification obligations of the Members selling Membership Interests in such Approved Sale and (3) a Dragged Member shall not be required to make agree to any representations and warranties other than the Shareholder Representations. In additionnon-competition, no Dragnon-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionsolicitation or similar restrictive covenants.

Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering(a) Each Stockholder shall transfer all, Sponsor but not less than all Shares then owned by such Stockholder, in connection and together with the sale of all, but not less than all of the Shares then owned by Apollo and its Affiliates intend and the Other Stockholders in a bona fide transaction (a "Drag Transaction") to effect any person who is not an Affiliate of Apollo (a Substantial Change "Purchaser"). Prior to consummating any Drag Transaction, Apollo will deliver to each Other Stockholder a written notice (a "Sale Notice") specifying (i) the nature and aggregate amount of Control, Sponsor shall have the right to require the other Shareholders consideration (the "Drag-Along ShareholdersSale Price") to be paid to the Stockholders upon the consummation of the Drag Transaction, (ii) the identity of the Purchaser, and (iii) all other material terms of such proposed Drag Transaction, including the proposed date of the closing of the Drag Transaction (the "Drag Transaction Closing Date"). On the Drag Transaction Closing Date, each Stockholder shall sell to the same percentage Purchaser 100% of Common Stock the Shares then held by them relative such Stockholder on the terms and subject to the conditions set forth in the Sale Notice. If any Stockholder fails to deliver certificates representing its Shares as required by this Section 6.3, such Stockholder (i) shall not be entitled to the consideration it is to receive in the Drag Transaction until it cures such failure (provided, that after curing such failure it shall be so entitled to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; consideration without interest), (ii) shall for all purposes be deemed no longer to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor be a stockholder of the transactions constituting a Substantial Change Company and have no voting rights, (iii) shall not be entitled to any dividends or other distributions declared after the Drag Transaction Closing Date with respect to the Shares held by it, (iv) shall have no other rights or privileges granted to Stockholders under this or any future agreement and (v) in the event of Control; to waive their appraisal or dissenters' liquidation of the Company, its rights with respect to such transaction; or otherwiseany consideration it would have received if it had complied with this Section 6.3, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders if any, shall be for subordinate to the same type and amount per share rights of consideration received by Sponsorany equity holder. This Section 6.3 shall inure to the benefit of, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion.enforceable 10

Drag-Along Rights. If at any time prior to 4.1 To the extent the Corporation’s Board of Directors approves a Qualifying Public Equity OfferingFundamental Transaction, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor the Corporation shall have the right to require the all other Shareholders to consent to the Fundamental Transaction, including, without limitation, (the "Drag-Along Shareholders"i) becoming a party to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoingagreements to which CCRT becomes a party, including agreements providing for indemnification to which CCRT is subject; provided that (aA) in no event shall a Shareholder be required to provide indemnification in an amount greater than such Shareholder’s pro rata share (based upon the consideration to be received Share Ownership Percentage of such Shareholder) of the total indemnification being provided by the other all Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (bB) after giving effect to Xxxxxxx Xxxxx shall receive copies of such transaction, Sponsor agreements and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholdersopportunity to review and negotiate in good faith such agreements; provided, however, that CSFB will CCRT’s failure to provide Xxxxxxx Xxxxx with such agreements or to provide Xxxxxxx Xxxxx with the opportunity to review and negotiate in good faith such agreements shall not be obligated relieve Xxxxxxx Xxxxx of its obligations set forth in clauses (ii) through (iv) below and Section 4.3; provided, further, that CCRT shall control and have final determination with respect to participate such negotiations, which right shall not relieve Xxxxxxx Xxxxx of its obligations set forth in this clause (i); (ii) voting all Shares held by such transaction Shareholder or any of its Affiliates in favor of the Fundamental Transaction; (iii) delivering all Shares held by such Shareholder or any of its Affiliates; and (iv) if the consideration per share in such transaction proposed Fundamental Transaction is a sale of less than $16.90 per share (as adjusted for Adjustments) all of the Common Stock Shares, subject to Section 4.3 below, selling the same percentage of the Company paid such Shareholder’s Shares as sold by CSFB in connection with the Transactions and CCRT; provided that any sale of Shares pursuant to this Section 4.1 shall be made at Fair Market Value; provided, further, that if Sponsor and Xxxxxxx Xxxxx xxxxx its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the DragNon-Along Shareholders will be required Voting Shares to sell all of their shares another Person pursuant to this Section 4.03. In connection with clause (iv) above, such Person shall have the sale of their shares of Common Stock pursuant right to this Section 4.03exchange, and the DragCorporation hereby agrees to exchange, such Non-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionVoting Shares into Voting Shares.

Drag-Along Rights. If at any time prior In the event that (i) a Transferring Shareholder proposes to make a Qualifying Disposition for value to bona fide third parties of more than fifty percent (50%) of the total number of Shares outstanding, in one transaction or a series of related transactions, other than a Disposition made by means of a Public Equity Offering, Sponsor to one or more Tag/Drag Transferees, and its Affiliates intend (ii) the Corporation and the Other Shareholders have elected not to effect a Substantial Change exercise their Right of ControlFirst Offer pursuant to Section 3 or such Right of First Offer has expired unexercised by the Transferring Shareholder with respect to such Tag/Drag Shares, Sponsor the Transferring Shareholder shall have the right and option (but not the obligation) to require each Other Shareholder to make a Disposition to such Tag/Drag Transferee(s) of all of the other Shareholders (the "Drag-Along Shareholders"Shares of such Other Shareholder(s). If the Transferring Shareholder elects to require any Other Shareholder(s) to sell the same percentage of Common Stock held by them relative make a Disposition to such Shareholder's ownership Tag/Drag Transferee of Common Stock as Sponsor the Drag-Along Shares owned of record by such Other Shareholder(s), the Transferring Shareholder shall give the Drag Notice to such Other Shareholder(s). It shall be a condition to the consummation of a Disposition covered by this Section 6 that the Drag Notice shall have been signed by the Transferring Shareholder and the Tag/Drag Transferee(s), The Transferring Shareholder and the Tag/Drag Transferee(s) shall keep the Other Shareholder(s) who incur the drag-along obligations set forth in this Section 6 reasonably informed of the progress of the sale proposed in the Drag Notice. The Transferring Shareholder and the Tag/Drag Transferee(s) shall keep the Other Shareholder(s) subject to the drag-along obligations reasonably informed of the progress of the sale proposed in the Tag Notice. The Other Shareholders who incur the drag-along obligations set forth in this Section 6 shall become a party to any agreement with the Disposition of the Tag/Drag Shares providing representations and warranties, indemnification obligations (including escrows, hold back or other similar arrangements to support such indemnity obligations), releases or other obligations to which the Transferring Shareholder or its Affiliates are selling in such transaction (other than the Corporation) agree in connection with such Substantial Change of Control; Disposition (other than any such obligations that relate specifically to vote a particular Shareholder such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights as indemnification with respect to representations and warranties given by the Shareholder regarding such transaction; or otherwise, participate in Shareholder’s title to and ownership of Shares as to which obligations each such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance shall be solely liable). If a Disposition of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares Tag/Drag Shares pursuant to this Section 4.03. In connection with 6 is not made within ninety (90) days of the sale of their shares of Common Stock Drag Notice, such right to make a Disposition pursuant to this Section 4.037 shall expire. In such event, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder restrictions of this Section 6 shall be liable reinstated, and any subsequent Disposition of Tag/Drag Shares, whether or not to the same Tag/Drag Transferee, must be made strictly in respect compliance with the provisions of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion6.

Drag-Along Rights. If at (i) Subject to first complying with its obligations pursuant to Section 3.04(c), if Pattern Member together with any time prior to of its Permitted Transferees that are Members (collectively, a Qualifying Public Equity Offering, Sponsor and its Affiliates intend “Pattern Seller”) desires to effect a Substantial Change bona fide Transfer of Controlall (but not less than all) of its Units in the Company, Sponsor whether in one transaction or a series of related transactions (the “Drag Sale Interests” and, any such transactions or series of related Mtl#: 2837088.5 1557237.09-WASSR01A - MSW transactions, a “Drag Along Sale”) to any Third Party, other than a Permitted Transferee, for cash then the Pattern Seller shall have (in its sole discretion) be permitted to deliver written notice to the right Investor and its Permitted Transferees that are Members (collectively, a “PSP Seller”) of such Drag Along Sale no later than fourteen (14) calendar days prior to require the anticipated date of consummation of such Drag Along Sale (the “Drag Along Notice”). Such Drag Along Notice shall (i) identify the purchaser, the purchase price per Drag Sale Interests and a summary of the other Shareholders material terms and conditions of the proposed Drag Along Sale and (the "Drag-Along Shareholders"ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to sell be entered into by or on behalf or for the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement account or otherwise in favor for the benefit of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwisePattern Seller, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsoras applicable, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and providedDrag Along Sale. Following receipt of the Drag Along Notice, further, that if Sponsor and its Affiliates are selling the PSP Seller shall be obligated to sell to the purchaser all of their shares of Common Stock the PSP Seller’s Membership Interest in connection with such Substantial Change of Controlthe Company at the same purchase price per Unit, and otherwise on the Drag-Along Shareholders will be required same terms therefor and subject to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03same conditions thereto, as the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionPattern Seller.

Drag-Along Rights. If Anything contained herein to the contrary ----------------- notwithstanding, if at any time prior time, the Board (at a meeting at which the entire Board is present) and the holders of 2/3 of the Series A Stock shall approve a proposal for (i) the sale of the capital stock of the Company, (ii) the merger or consolidation of the Company, or (iii) the sale by the Company or its subsidiaries of all or substantially all of their assets (each, an "Approved -------- Sale Proposal"), and the Company has received from an independent nationally ------------- recognized investment banking firm, approved by 2/3 of the Board, which approval shall not be unreasonably withheld, a fairness opinion stating that the terms and conditions of Approved Sale Proposal are fair and equitable to the holders of the Company's Common Stock in all material respects, then such Investors (or their designated representative) may deliver a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect notice (a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along ShareholdersRequired Sale Notice") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights -------------------- with respect to such transaction; Approved Sale Proposal to each other shareholder stating that such Investors have approved or otherwisepropose to effect the Approved Sale Proposal and providing the identity of the persons involved in such Approved Sale Proposal and the terms thereof. Each such shareholder, upon receipt of a Required Sale Notice, shall be obligated, which obligation shall be enforceable by the holders of a majority of the Series A Stock (or their designees), to (i) sell their shares of capital stock of the Company and participate in the transaction (a "Required Sale") contemplated by the Approved Sale Proposal, (ii) ------------- vote their shares of stock in favor of such Substantial Change Approved Sale Proposal at any meeting of Control shareholders called to vote on or approve such Approved Sale Proposal and each other Shareholder agrees (iii) otherwise to take any and all reasonably necessary action in furtherance to cause the Company and the shareholders to consummate such Approved Sale Proposal. Any such Required Sale Notice may be rescinded by such Investors by delivering written notice thereof to all of the foregoing; provided shareholders. Upon the consummation of the Required Sale, each shareholder shall receive the same proportion of the aggregate consideration from such Required Sale that such holder would have received if a Liquidation Event (aas defined in the Company's Articles of Incorporation) had occurred and such consideration had been distributed by the Company pursuant to the rights and preferences set forth in the Company's Articles of Incorporation (giving effect to applicable orders of priority) and if any shareholders of a Class Are given an option as to the form and amount of consideration to be received received, all shareholders of such class will be given the same option. Notwithstanding the foregoing, in the event that the Approved Sale Proposal would result in proceeds (if other than cash, the fair market value of which shall be determined by the other Shareholders Board) to the Company's shareholders in an amount less than two (2) times the Original Issue Price (as that term is defined in Section 1 of the Company's Series A Certificate of Designation (the "Certificate")), then in such event the Board approval required by the first sentence of this Section 5.1 shall be for made without the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock participation of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share Series A Directors (as adjusted for Adjustments) that term is defined in Section 4.3 of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionCertificate).

Drag-Along Rights. If Subject to first complying with its obligations under the heading “Right of First Offer”, at any time prior to time, if PEGI and/or any of its Permitted Transferees (together, a Qualifying Public Equity Offering, Sponsor and its Affiliates intend “Pattern Seller”) desires to effect a Substantial Change bona fide transfer of Controlall (but not less than all) of its direct and indirect ownership interests in a Subject Project Company whether in one transaction or a series of related transactions (the “Drag Sale Interests” and, Sponsor any such transactions or series of related transactions, a “Drag Along Sale”) to any Person who deals at arm’s length with such Pattern Seller, other than a Permitted Transferee, for cash then the Pattern Seller shall have (in its sole discretion) be permitted to deliver written notice to PSP or its Permitted Transferees of such Drag Along Sale no later than fourteen (14) calendar days prior to the right to require anticipated date of consummation of such Drag Along Sale (the “Drag Along Notice”). Such Drag Along Notice shall (i) identify the purchaser, the purchase price per security therefor and a summary of the other Shareholders material terms and conditions of the proposed Drag Along Sale and (the "Drag-Along Shareholders"ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to sell be entered into by or on behalf or for the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement account or otherwise in favor for the benefit of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwisePattern Seller, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsoras applicable, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and providedDrag Along Sale. Following receipt of the Drag Along Notice, further, that if Sponsor and its Affiliates are selling PSP shall be obligated to sell to the purchaser all of their shares PSP’s direct and indirect ownership interest in the applicable Subject Project Company at the same purchase price per security, and otherwise on the same terms therefor and subject to the same conditions thereto, as the Pattern Seller. Neither the Pattern Seller nor any Controlled Affiliate thereof shall have entered into any collateral agreement, commitment or understanding with the purchaser or its affiliates that has or would have the effect of Common Stock providing to the Pattern Seller or any such Controlled Affiliate consideration of greater value than the consideration offered pursuant to the Drag Along Sale; provided that such restriction shall not apply to any commercial agreement in connection with effect at the time of such Substantial Change transaction (including, for the avoidance of Controldoubt, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection MOMA and PAA) that was entered into in accordance with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders PSP Consent Rights. PSP shall not be required to make any representations or warranties with respect to the Drag Along Sale other than customary fundamental representations and warranties as to ownership, title and due authorization and PSP shall be solely responsible for the accuracy of such representations and warranties (and shall not have any liability for any such fundamental representations and warranties of PEGI). Notwithstanding the foregoing, PSP shall only be responsible for any indemnification obligations, escrow amounts and holdback amounts in connection with the Drag Along Sale (including with respect to any representations and warranties made by PEGI (other than the Shareholder Representationsfundamental representations and warranties referred to above)) on a several and proportionate (and not joint and several basis) in accordance with its ownership interests in the Subject Project Company relative to the Pattern Seller. In additionPSP shall not be required to enter into or be bound by any non-compete or similar restrictive covenants in connection with any Drag Along Sale. PSP and its Permitted Transferees shall be obligated to, no and hereby do, waive any dissenters’ rights, appraisal rights or similar rights in connection with any Drag Along Sale. If, substantially concurrently with the closing of a Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of Sale the consideration received by such Drag-Along Shareholder purchaser in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required transaction terminates or agrees to participate in terminate the MOMA and/or PAA, PEGI will waive any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portiontermination fees payable under the terminated MOMA or PAA, as applicable.

Drag-Along Rights. (a) If at any time the Selling Shareholder is ANI and ANI intends to dispose of shares of Common Stock constituting not less than 50% of the outstanding Common Stock in a Transfer to which Section 3.01 applies to a bona fide third party transferee that is not an Affiliate of ANI, and (i) the Put Option (as defined below) is not and has not previously been exercised prior to the date on which such Class A Shareholder receives a Qualifying Public Equity OfferingFirst Right of Purchase Notice in accordance with Section 3.02, Sponsor (ii) the First Purchase Option has not been exercised in respect of such First Right of Purchase Notice and its Affiliates intend to effect a Substantial Change (iii) no stay provided for by the last sentence of ControlSection 3.01 is in effect, Sponsor then ANI shall have the right option to require each Class A Shareholder that does not exercise Tag-Along Rights set forth in Section 3.07 with respect to all of its shares of Common Stock (a "DRAGGABLE SHAREHOLDER") to Transfer all of its shares of Common Stock to the other Shareholders proposed transferee specified in such First Right of Purchase Notice on the same terms and conditions described therein (the "DragDRAG-Along ShareholdersALONG RIGHTS") in connection with the proposed Transfer by ANI of its shares of Common Stock to sell such transferee. In connection with such Transfer, no Draggable Shareholder (x) shall be required to give any representations or warranties or indemnities other than with respect to itself, its title to the same Common Stock and the transfer of such title to the transferee free and clear of all security interests, encumbrances, claims, liens or charges of any kind, other than those created by or through Buyer or its affiliates ("LIENS") (this sentence not being intended to limit a Draggable Shareholder's responsibility for any Purchase Price adjustment or its participation in escrow arrangements), (y) be required to Transfer a greater percentage of the Common Stock held by it than the lowest percentage of Common Stock held that is Transferred by them relative to such Shareholder's ownership of Common Stock as Sponsor ANI and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor any other Draggable Shareholder (assuming that all of the transactions constituting a Substantial Change of Control; to waive Draggable Shareholders comply with their appraisal obligations under this Section 3.06) or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (az) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all Transfer any of their shares pursuant to this Section 4.03. In connection with the sale of their its shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such ShareholderANI's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess exercise of such Drag-Along Shareholder's Pro Rata PortionRight later than six (6) months after delivery of the Drag-Along Notice required by Section 3.06(b).

Drag-Along Rights. If at any time prior to (a) Within five (5) days after the receipt by the Company of a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") Notice, the Company shall forward such Drag-Along Notice to sell the same percentage Members. Each Member shall, and shall cause each of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction to, cooperate in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along ShareholdersSale and take all steps reasonably necessary or reasonably requested by Holdco, the Company, and the Drag-Along Purchaser to cancel the Holdco Class B Units in accordance with the Holdco Agreement and otherwise consummate the Drag-Along Sale on the Drag-Along Terms (including by waiving any appraisal or dissenter’s rights that may exist under any applicable law, voting for or consenting to any merger, consolidation, sale of assets or similar transaction, executing any purchase agreements, merger agreements, escrow agreements or related documents, including instruments of Transfer and providing customary several, but not joint, representations, warranties and indemnities concerning such Member’s valid ownership of its Class B Units, free and clear of all Liens and encumbrances (other than those arising under applicable securities laws or in connection with the Drag-Along Sale) and such Member’s authority, power, and right to enter into and consummate agreements relating to such transactions without violating any applicable law or other agreement; provided, however, that CSFB will such agreements, documents or instruments shall not be obligated to participate in such transaction if contain any non-competition or similar restrictive covenants. Without limiting the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) generality of the Common Stock immediately preceding sentence, each Member shall, subject to the provisions of the Company paid by CSFB any definitive agreement (including any limitations on indemnification set forth therein) entered into in connection with a Drag-Along Sale, indemnify, defend and hold harmless the Transactions and providedDrag-Along Purchaser in any Drag-Along Sale, further, that if Sponsor and its Affiliates are selling all pro rata in accordance with the amount of their shares of Common Stock consideration received by such Member in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell Sale as a proportion of the aggregate amount of consideration received by all Members together with all members of their shares pursuant to this Section 4.03. In Holdco (excluding the Company) in connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the such Drag-Along Shareholders shall not be required to make Sale, from and against any representations losses, damages and warranties other than liabilities arising from or in connection with (i) any breach of any representation, warranty, covenant or agreement of Holdco or the Shareholder Representations. In addition, no Company in connection with such Drag-Along Shareholder shall be liable in respect of Sale, and (ii) any other indemnification obligation in connection with a transaction effected pursuant to this Section 4.03 (a "such Drag-Along Transaction") (with respect Sale relating to such Shareholder's Shareholder Representations) in excess the business or potential liabilities of the Company or Holdco and its Subsidiaries; provided, that (A) such indemnification obligation shall be several and not joint, and (B) the aggregate maximum amount of such indemnification obligation shall not exceed the amount of consideration received by such Drag-Along Shareholder Member in connection with such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionSale.

Drag-Along Rights. If at any time prior to (a) Within five (5) days after the receipt by the Company of a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") Notice, the Company shall forward such Drag-Along Notice to sell the same percentage Members. Each Member shall, and shall cause each of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction to, cooperate in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along ShareholdersSale and take all steps reasonably necessary or reasonably requested by Holdco, the Company, and the Drag-Along Purchaser to consummate the Drag-Along Sale on the Drag-Along Terms (including by waiving any appraisal or dissenter’s rights that may exist under any applicable law, voting for or consenting to any merger, consolidation, sale of assets or similar transaction, executing any purchase agreements, merger agreements, escrow agreements or related documents, including instruments of Transfer and providing customary several, but not joint, representations, warranties and indemnities concerning such Member’s valid ownership of its Class A Units, free and clear of all Liens and encumbrances (other than those arising under applicable securities laws or in connection with the Drag-Along Sale) and such Member’s authority, power, and right to enter into and consummate agreements relating to such transactions without violating any applicable law or other agreement; provided, however, that CSFB will such agreements, documents or instruments shall not be obligated to participate in such transaction if contain any non-competition or similar restrictive covenants. Without limiting the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) generality of the Common Stock immediately preceding sentence, each Member shall, subject to the provisions of the Company paid by CSFB any definitive agreement (including any limitations on indemnification set forth therein) entered into in connection with a Drag-Along Sale, indemnify, defend and hold harmless the Transactions and providedDrag-Along Purchaser in any Drag-Along Sale, further, that if Sponsor and its Affiliates are selling all pro rata in accordance with the amount of their shares of Common Stock consideration received by such Member in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell Sale as a proportion of the aggregate amount of consideration received by all Members together with all members of their shares pursuant to this Section 4.03. In connection with Holdco (excluding the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification Company) in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder Sale, from and against any losses, damages and liabilities arising from or in connection with (i) any breach of any representation, warranty, covenant or agreement of Holdco or the Company in connection with such Drag-Along Transaction Sale, and no (ii) any other indemnification obligation in connection with such Drag-Along Shareholder Sale relating to the business or potential liabilities of the Company or Holdco and its Subsidiaries; provided, that (A) such indemnification obligation shall be required several and not joint, and (B) the aggregate maximum amount of such indemnification obligation shall not exceed the amount of proceeds received by such Member with respect to participate its Class A Units in any escrow relating to connection with such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionSale.

Drag-Along Rights. (a) If at any time the Selling Shareholder is ANI and ANI intends to dispose of shares of Common Stock constituting not less than 50% of the outstanding Common Stock in a Transfer to which Section 3.01 applies to a bona fide third party transferee that is not an Affiliate of ANI, and (i) the Put Option (as defined below) is not and has not previously been exercised prior to the date on which such Class A Shareholder receives a Qualifying Public Equity OfferingFirst Right of Purchase Notice in accordance with Section 3.02, Sponsor (ii) the First Purchase Option has not been exercised in respect of such First Right of Purchase Notice and its Affiliates intend to effect a Substantial Change (iii) no stay provided for by the last sentence of ControlSection 3.01 is in effect, Sponsor then ANI shall have the right option to require each Class A Shareholder that does not exercise Tag-Along Rights set forth in Section 3.07 with respect to all of its shares of Common Stock (a “Draggable Shareholder”) to Transfer all of its shares of Common Stock to the other Shareholders proposed transferee specified in such First Right of Purchase Notice on the same terms and conditions described therein (the "“Drag-Along Shareholders"Rights”) in connection with the proposed Transfer by ANI of its shares of Common Stock to sell such transferee. In connection with such Transfer, no Draggable Shareholder (x) shall be required to give any representations or warranties or indemnities other than with respect to itself, its title to the same Common Stock and the transfer of such title to the transferee free and clear of all security interests, encumbrances, claims, liens or charges of any kind, other than those created by or through Buyer or its affiliates (“Liens”) (this sentence not being intended to limit a Draggable Shareholder’s responsibility for any Purchase Price adjustment or its participation in escrow arrangements), (y) be required to Transfer a greater percentage of the Common Stock held by it than the lowest percentage of Common Stock held that is Transferred by them relative to such Shareholder's ownership of Common Stock as Sponsor ANI and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor any other Draggable Shareholder (assuming that all of the transactions constituting a Substantial Change of Control; to waive Draggable Shareholders comply with their appraisal obligations under this Section 3.06) or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (az) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all Transfer any of their shares pursuant to this Section 4.03. In connection with the sale of their its shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess ANI’s exercise of such Drag-Along Shareholder's Pro Rata PortionRight later than six (6) months after delivery of the Drag-Along Notice required by Section 3.06(b).

Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) Notwithstanding anything to the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsorcontrary contained herein, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated if a Majority in Interest elects to participate in an Approved Sale, then the Members constituting a Majority in Interest (the “Electing Members”) may give all other Members and any Assignee a Notice, which Notice shall be given not less than less than fifteen (15) days prior to the date of such transaction proposed Approved Sale and shall contain the same information that is set forth in an Offer, and the other Members and Assignees will at the election of such Electing Members (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged and (ii) if the consideration per share in Approved Sale is structured as a sale of Units, each Member and Assignee will agree to sell such transaction is less than $16.90 per share (as adjusted for Adjustments) Member's or Assignee's Units on the terms and conditions of the Common Stock of Approved Sale. Each Member and Assignee will take all necessary and desirable actions as directed by the Company paid by CSFB Electing Members in connection with the Transactions consummation of any Approved Sale, including without limitation executing the applicable purchase agreement and provided, further, granting indemnification rights; provided that if Sponsor and its Affiliates are selling all of their shares of Common Stock any Member or Assignee required to make indemnification payments in connection with such Substantial Change of Control, any Approved Sale shall have a right to recover from the Drag-Along Shareholders will be other Members and Assignees to the extent that the amount required to sell all of their shares pursuant be paid by such Member or Assignee is disproportionate to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess proportion of the total consideration received by all Members and Assignees, compared to the consideration actually received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder Member or Assignee. The Members shall be required excused from compliance with Section 8.6 for any Approved Sale in which the Electing Members exercise the rights contained in this Section 8.7 to participate require participation of the other Members in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portionthe Approved Sale.

Drag-Along Rights. If Prior to a Qualified IPO, at any time prior that the Company Security Holders that collectively own Company Securities that represent at least a majority of the votes entitled to be cast by all Common Units and Preferred Units convertible into Common Units (calculated as a Qualifying Public Equity Offeringsingle class on an as-converted to Common Unit basis) (the “Dragging Members”) desire or propose that the Company enter into any of the transactions described in subsections (i) through (iii) of the definition of “Deemed Liquidation Event” set forth in Section‌ 1.1 with any Person or Persons that are not affiliated with any such Dragging Members or the Company (an “Approved Sale”), Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor the Dragging Members shall have the right (the “Drag-Along Right”), by providing notice of such Approved Sale to the Company, to require the other Shareholders (Company and each Company Security Holder to comply with this Section 11 with respect to such Approved Sale. Each Company Security Holder, together with the "Drag-Along Shareholders") Company, is hereby obligated to consent to, and raise no objections against, such Approved Sale, and each Company Security Holder is hereby obligated to sell its Company Securities on the same percentage terms and subject to the conditions approved by such Dragging Members. In furtherance of Common Stock held the foregoing, each Company Security Holder acknowledges that no Member shall be entitled to dissenters’ or appraisal rights under any circumstances and Section 18-210 of the Act shall not apply. The Company shall provide each such Company Security Holder with written notice of any Approved Sale at least fifteen (15) Business Days prior to the consummation thereof setting forth in reasonable detail the terms of such Approved Sale, including the class and number of shares of Company Securities to be sold (including the number of Units Equivalents represented thereby), the identity of the prospective Transferee(s), its applicable Per Unit Drag Price and form of consideration to be paid in respect of the Company Securities to be Transferred by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction it in connection with such Substantial Change of Control; to vote Approved Sale, and the date on which such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration Approved Sale is proposed to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the consummated. The Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders Security Holders shall not be required to make any representations comply with, and warranties other than the Shareholder Representations. In additionshall have no rights under, no Drag-Along Shareholder shall be liable in respect of any indemnification Section 9 and Section 12 in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionApproved Sale.

Drag-Along Rights. If at any time prior Notwithstanding the provisions of Section 2.01 and without first offering its shares of Common Stock to TPG as contemplated by Section 2.03(c), if TPG executes a binding agreement to transfer all of its shares of Common Stock to a Qualifying Public Equity OfferingPerson making a Bona Fide Offer, Sponsor then Crawford shall transfer, subject to the terms and its Affiliates intend conditions set xxxxx xxlow, at the sole election of TPG (exercisable by delivery to effect Crawford of a Substantial Change copy of Control, Sponsor shall have the right to require the other Shareholders (the "such binding agreement and a Drag-Along Shareholders") Notxxx xx xeast 20 days prior to sell the same percentage closing date specified in such Notice), all his shares of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoingPerson; provided that (aI) Crawford shall receive from such Person the same per share considxxxxxxx to be paid to TPG in such transaction, (ii) the consideration received in such transaction shall be the same as the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect paid to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate TPG in such transaction if and (iii) the consideration per share in such closing of any transaction is less than $16.90 per share (as adjusted for Adjustments) effected pursuant to this Section 2.05 shall be conditioned on the simultaneous purchase of the TPG's shares of Common Stock of the Company paid by CSFB in connection with the Transactions Stock: and provided, further, that Crawford shall not be obligated to transfer his shares of Common Xxxxx xxrsuant to this Section 2.05 if Sponsor at the time of TPG's transfer pursuant to such agreement (prior to giving effect thereto) TPG beneficially owns less than 40% of the voting power of the Company. Notwithstanding the foregoing, in the event Crawford breaches his obligations under this Section 2.05 or, in xxx xxxxt that any misrepresentation and warranty of Crawford contained in the purchase agreement with the Person makixx xxx Xona Fide Offer is not true and correct as of the date make or as of the proposed closing date or Crawford shall fail to perform any covenant or agreement results xx xxx xonsatisfaction of a condition precedent to such agreement (and the Person making the Bona Fide Offer does not waive such condition precedent). TPG shall be free to sell its Affiliates are selling all of their shares of Common Stock in connection with to such Substantial Change of Control, the Drag-Along Shareholders will be required Person without liability to sell all of their shares pursuant to Crawford under this Section 4.03. In connection with the Agreement and such sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make limit or waxxx xx xny respect any representations and warranties other than the Shareholder Representations. In additionclaim, no Drag-Along Shareholder shall be liable right or cause of action that TPG may have against Crawford in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion.breach. SECTION 2.06

Drag-Along Rights. If (a) If, (i) between the Effective Date and the Second Closing (if any), NII Telecom proposes to Transfer all of the Shares to a third party, or, (ii) from and after the Second Closing (if any) Investor proposes to Transfer Shares to a third party and such Transfer would result in a Change of Control (each of the third parties described in clauses (i) and (ii) above, a “Proposed Drag-Along Transferee” and, such proposal, a “Drag-Along Disposition”), the proposing Shareholder (the “Dragging Shareholder”) will have the right (a “Drag-Along Right”) at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction Disposition with such Proposed Drag-Along Transferee by selling the same proportion of such other Shareholder’s Shares as is equal to the proportion of the Dragging Shareholder’s Shares being sold under the Drag-Along Disposition on the same terms and no conditions and in the same ratio as are set forth in the written notice provided to the Other Shareholders given not less than 30 days prior to the closing of the transactions contemplated by the proposed Drag-Along Disposition in accordance with Section 2.8(b) (the “Drag-Along Notice”); provided, that where the Dragging Shareholder is NII Telecom, NII Telecom shall only be entitled to exercise its Drag-Along Right either: (i) where Investor achieves the Investor Drag Threshold pursuant to the Drag-Along Disposition; or (ii) where the condition in (i) is not met, if NII Telecom pays to Investor, at the same time as the transfer of the Shares by Investor under the terms of set out in this Section 2.8, an amount in immediately available cash or, if applicable, such Marketable Securities received by NII Telecom pursuant to the Drag-Along Disposition (in the same proportion as received by NII Telecom) equal to the difference between (i) the amount required to satisfy the Investor Drag Threshold and (ii) the consideration received by Investor for the transfer of their Shares on the terms of set out in this Section 2.8. Each Shareholder transferring Shares pursuant to this Section 2.8 will pay its pro rata share (based on the total proceeds allocable to such Shareholder from the sale pursuant to this Section 2.8) of the costs and expenses (including attorneys’ fees) incurred by the Dragging Shareholder and the Company in connection with such Drag-Along Shareholder shall be required Disposition. The consideration payable to participate in the Other Shareholders pursuant to any escrow relating to such Proposed Drag-Along Transaction Disposition shall only take the form of cash or Marketable Securities. If the consideration payable to the Dragging Shareholder takes the form of cash and/or Marketable Securities, such Dragging Shareholder may at its option elect that the Other Shareholders transferring their Shares in excess of such the Drag-Along Shareholder's Pro Rata PortionDisposition shall receive cash in lieu of such Marketable Securities.

Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) Subject to the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsornext paragraph, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such General Partner elects to consummate, or to cause all the Partnerships to consummate, a transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial constituting a Change of Control, the Drag-Along Shareholders General Partner shall notify the Applicable Limited Partners in writing of that election, the Applicable Limited Partners will take all other actions reasonably necessary or desirable to cause the consummation of such transaction (pursuant to which the Applicable Limited Partners shall be required obligated to sell all the same proportion of their shares pursuant Interests as those sold by the Blackstone Limited Partners) on the terms proposed by the General Partner (a “Drag Along Sale”) so long as such terms are identical, in all material respects (it being agreed and understood that price and consideration shall be material terms), to the terms on which all other Limited Partners in the Partnerships participate in such transaction in all material respects. Without limiting the foregoing, if the proposed Drag Along Sale is structured as or involves a sale or redemption of Interests, the Applicable Limited Partners will agree to sell their pro rata share of the Interests (based on the relative proportion of Interests held by all Limited Partners (it being understood that for purposes of this calculation, in addition to any Class D Interests held by an Employee, such Employee shall be deemed to hold a number of Class D Units equal to the number of such Class D Units into which such Employee’s Vested Employee Units (or Employee Units that will become Vested Employee Units as a result of the proposed Transfer) may be exchanged in an Employee Unit Exchange, which number shall be determined as of the date the Blackstone Members enter into an agreement with the proposed transferee to consummate a Drag Along Sale)) being sold in such Drag Along Sale on the terms and conditions approved by the General Partner, and subject to this Section 4.03. In 4, the Applicable Limited Partners will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by the General Partner in connection with such Change of Control, and, without limiting the generality of the foregoing, shall make to the Transferee the same representations, warranties, covenants, indemnities and agreements as all other Limited Partners (including all Blackstone Limited Partners) agree to make in connection with the sale of their shares of Common Stock pursuant to this Section 4.03, Drag Along Sale (except that the Drag-Along Shareholders Applicable Limited Partners shall not be required to make any only representations and warranties other than pertaining specifically to (and, as applicable, covenants by) their ownership of Interests and their ability to effect the Shareholder Representations. In additionTransfer of their Interests), no Drag-Along Shareholder and shall be liable agree to indemnify, severally but not jointly, the Transferees (in respect the amount limited to the value of any indemnification in connection with a transaction effected pursuant Interests that are Transferred by each Limited Partner) for all liabilities to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess the Transferees arising out of the consideration received representations, warranties, covenants and indemnities made by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionApplicable Limited Partner.

Drag-Along Rights. If at (i) Subject to first complying with its obligations pursuant to Section 3.04(c), if Pattern Member together with any time prior to of its Permitted Transferees that are Members (collectively, a Qualifying Public Equity Offering, Sponsor and its Affiliates intend “Pattern Seller”) desires to effect a Substantial Change bona fide Transfer of Controlall (but not less than all) of its Units in the Company, Sponsor whether in one transaction or a series of related transactions (the “Drag Sale Interests” and, any such transactions or series of related transactions, a “Drag Along Sale”) to any Third Party, other than a Permitted Transferee, for cash then the Pattern Seller shall have (in its sole discretion) be permitted to deliver written notice to the right Investor and its Permitted Transferees that are Members (collectively, a “PSP Seller”) of such Drag Along Sale no later than fourteen (14) calendar days prior to require the anticipated date of consummation of such Drag Along Sale (the “Drag Along Notice”). Such Drag Along Notice shall (i) identify the purchaser, the purchase price per Drag Sale Interests and a summary of the other Shareholders material terms and conditions of the proposed Drag 1557237.09-WASSR01A - MSW Along Sale and (the "Drag-Along Shareholders"ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to sell be entered into by or on behalf or for the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement account or otherwise in favor for the benefit of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwisePattern Seller, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsoras applicable, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and providedDrag Along Sale. Following receipt of the Drag Along Notice, further, that if Sponsor and its Affiliates are selling the PSP Seller shall be obligated to sell to the purchaser all of their shares of Common Stock the PSP Seller’s Membership Interest in connection with such Substantial Change of Controlthe Company at the same purchase price per Unit, and otherwise on the Drag-Along Shareholders will be required same terms therefor and subject to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03same conditions thereto, as the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata PortionPattern Seller.

Drag-Along Rights. If at any time prior the holders of a majority of the outstanding Sponsor Stock approve the Sale of the Company to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change an Independent Third Party involving the sale of Control, Sponsor shall have 100% of the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of outstanding Common Stock held by them relative to such Shareholder's ownership or the sale of Common Stock as Sponsor and all or substantially all of its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stockassets, whether by proxymerger, voting agreement consolidation, sale of all of the outstanding Common Stock or otherwise (an "APPROVED SALE"), the Stockholders shall consent to and raise no objections against such Approved Sale (including exercising any rights of appraisal) and shall take all necessary and desirable actions in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company capacities as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB stockholders in connection with the Transactions and providedconsummation of such Approved Sale. If the Approved Sale is structured as a sale of stock, further, that if Sponsor and its Affiliates are selling the Stockholders shall agree to sell all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required and rights to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their acquire shares of Common Stock pursuant to this Section 4.03, on the Drag-Along Shareholders shall not be required to make any representations terms and warranties other than conditions approved by the Shareholder Representationsholders of Sponsor Stock. In addition, no Drag-Along Shareholder shall be liable in respect The obligations of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (the Stockholders with respect to any Approved Sale are subject to the condition that, upon the consummation of such Shareholder's Shareholder Representations) in excess Approved Sale, all of the holders of Common Stock will receive the same form and amount of consideration received by such Drag-Along Shareholder in such Drag-Along Transaction per share of Common Stock or, if any holders are given an option as to the form and no such Drag-Along Shareholder shall amount of consideration to be required received, all holders will be given the same option. The obligation of Fir Tree to participate in any escrow relating such Approved Sale shall be subject to the further conditions that (x) the consideration receivable by the Stockholders in such Approved Sale shall consist entirely of cash and/or securities of an issuer with a market capitalization of $250,000,000 or more that are either listed on a national securities exchange or traded on the Nasdaq National Market System, (y) the securities received in such transaction (if any) by the Stockholders shall not exceed 20% of the total trading volume of such securities during the 45-day period prior to such Drag-Along Transaction in excess receipt and shall otherwise be freely tradable (except to the extent they are subject to Rule 145 under the Securities Act of such Drag-Along Shareholder's Pro Rata Portion1933, as amended), and (z) the Company shall have received a favorable fairness opinion with respect to the Approved Sale from an independent investment banking firm of national standing that is mutually acceptable to VSA and Fir Tree.

Drag-Along Rights. If If, at any time prior time, one or more Selling Shareholders propose to transfer a number of Common Shares owned by them equal to 56% or more of the then outstanding Common Shares and constituting all of the Common Shares owned by such Selling Shareholders in a single transaction to a Qualifying Public Equity Offeringthird party (the "Proposed Acquiror") pursuant to a Qualified Sale (as defined below), Sponsor and its Affiliates intend such Selling Shareholders may cause to effect a Substantial Change be included in such Qualified Sale all, but not less than all, of Control, Sponsor shall have the right to require Common Shares held by each of the other Shareholders by providing to each such other Shareholder a notice (the a "Drag-Along ShareholdersQualified Sale Notice") of the proposed Qualified Sale at least 20 days prior to sell the same percentage date proposed for such Qualified Sale, stating the identity of the Proposed Acquiror, the kind and amount of consideration proposed to be paid for the Common Shares to be purchased by the Proposed Acquiror and the other material terms of such Qualified Sale. For purposes of determining the number of Common Stock held Shares outstanding pursuant to the immediately preceding sentence, Common Shares issuable upon the exercise of Warrants, options or other rights to acquire Common Shares, or upon the conversion or exchange of any security outstanding as of the time of delivery of the Qualified Sale Notice, shall not be deemed to be outstanding. In the event a Selling Shareholder so provides a Qualified Sale Notice with respect to a Qualified Sale, each other Shareholder shall (i) be obligated to transfer all of the Common Shares owned by them relative such Shareholder to the Proposed Acquiror on the terms and conditions set forth in the Qualified Sale Notice and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise Shares in favor of such Qualified Sale and executing any purchase agreements, merger or amalgamation agreements, indemnity agreements, escrow agreements or related documents, as the transactions constituting a Substantial Change Selling Shareholder or the Proposed Acquiror may reasonably require in order to carry out the terms and provisions of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholdersthis Section 3(d); provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in instruments of conveyance and transfer and such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions purchase agreements, merger or amalgamation agreements, indemnity agreements, escrow agreements and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders related documents shall not be required to make include any representations and or warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion.Shareholder except such representations and warranties