Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. For so long as Heartland is entitled to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities (the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or 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 all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a 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 its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in 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 Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction.

Drag-Along Rights. For so long as Heartland is entitled (a) Subject to Section 4.03, if the right to designate directors as set forth in Section 6.3 Xxxxxx Xxxxxxx Investors, or any of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities them (the "“Drag-Along Rightholders"Seller”), proposes to Transfer Common Shares representing (1) receive not less than a majority of the outstanding Fully- Diluted Common Shares or (2) all of the Common Shares beneficially owned by the Xxxxxx Xxxxxxx Investors, in each case, to a Third Party (the “Drag-Along Transferee”) in a bona fide offer from sale (a Tag“Drag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the CompanySale”), the Drag-Along Rightholders Seller 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 at its option require all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to Other Shareholders (i) sell all of its Shares in the transaction (including a sale by merger or asset sale) contemplated by to Transfer the Drag-Along Notice Portion of the Company Securities (“Drag-Along Rights”) then held by every Other Shareholder, and (ii) to exercise such number of options for Company Securities held by every Other Shareholder as is required in order that a sufficient number of the Company Securities are available to Transfer the relevant Drag-Along Portion of Company Securities of each such Other Shareholder (but subject to and at the closing of the Drag-Along Sale), in each case for the same consideration per Share and otherwise on the same terms and conditions as the Drag-Along Rightholders (including Seller, provided that any Other Shareholder that holds options the exercise price per share of which is greater than the per share price at which the Company Securities are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in lieu of such exercise, submit an irrevocable cancellation thereof without any liability for payment of its pro rata share any exercise price with respect thereto. If the Drag-Along Sale is not consummated, any options exercised or cancelled in contemplation of all costs associated with such transactionDrag-Along Sale shall be deemed not to have been exercised or canceled, as applicable. The Drag-Along Seller shall provide notice of such Drag-Along Sale to the Other Shareholders (a “Drag-Along Sale Notice”) not later than 15 Business Days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Transferee, the number of Company Securities subject to the Drag-Along Sale, the consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause the consummation of such transaction, including voting its Shares in favor of such transaction other material terms and not exercising any appraisal rights in connection therewith. The obligations conditions of the Drag-Along Sellers in respect Sale. The number of a transaction under this Section 3.1(g) are subject Company Securities to be sold by each Other Shareholder shall be the satisfaction Drag-Along Portion of the following conditions: Company Securities that such Other Shareholder owns. Each Other Shareholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender all its Company Securities as set forth below. The price payable in such Transfer shall be the Drag-Along Sale Price. Not later than 10 Business Days after the date of the Drag-Along Sale Notice (i) upon the consummation of any such transaction“Drag-Along Sale Notice Period”), each of the Other Shareholders shall deliver to a representative of the Drag-Along Seller shall have the right to receive cash and/or other consideration designated in the same form and amount per share of consideration paid to Drag-Along Rightholders Sale Notice the certificates representing the Company Securities of such Other Shareholder to be included in such transaction or any other transaction related thereto (such as the Drag-Along Sale, together with a payment for consulting or management services or nonlimited power-compete payments); (ii) if any of-attorney authorizing the Drag-Along Seller is given an option as or its representative to Transfer such Company Securities on the form terms set forth in the Drag-Along Notice and amount wire transfer or other instructions for payment or delivery of the consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person received in an amount greater than the proceeds to be received by such Drag-Along Seller in Sale, or, if such transactiondelivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.02(a) at the closing for such Drag-Along Sale against delivery to such Other Shareholder of the consideration therefor. If an Other Shareholder should fail to deliver such certificates to the Drag-Along Seller, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

Drag-Along Rights. For so long as Heartland is entitled At any time prior to the right to designate directors as set forth in Section 6.3 consummation of the Existing Stockholders Agreementan IPO, in the event that one or more of the Heartland Entities Required Holders (in this case, the "“Drag-Along Rightholders"Shareholders”) approve a proposed Trade Sale (as defined in the Restated Articles) to a Third Party in which each holder of Preferred Share is entitled to receive the purchase price of no less than US$1.7368647 for each Preferred Share (as adjusted for share splits, share combinations, share dividends and other similar capital reorganizations) (a bona fide offer from a Tag“Drag-Along Third Party Purchaser Transaction”), then upon written notice from the Drag-Along Shareholders requesting them to purchase do so, each of the other shareholders of the Company shall consent to and raise no objections against the Drag-Along Transaction. Without limiting the generality of the foregoing, each other shareholder shall (including a purchase i) vote (in person or by mergerproxy) or give its written consent with respect to all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion it, and cause any director of the Common Stock or consolidated assets of the CompanyCompany appointed by it to vote, 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 all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a proposed Drag-Along Notice, each Transaction and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Drag-Along Seller receiving Transaction; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such notice shall be obligated to proposed Drag-Along Transaction; (iiii) sell transfer all or such percentage of its Shares in the transaction (including a sale by merger or asset sale) contemplated securities agreed by the Drag-Along Notice for the same consideration per Share and otherwise Shareholders on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata Shareholders in the event that a proposed Drag-Along Transaction is structured as a share of all costs associated with such transaction) transfer; and (iiiv) otherwise execute and deliver all related documentation and take all actions reasonably necessary action in its capacity as a stockholder to consummate the proposed Drag-Along Transaction, including without limitation amending the then existing Restated Articles. The Company shall use commercially reasonable efforts to cause all security holders of the consummation of such transaction, including voting its Shares Company to be subject to the obligations set forth in favor of such transaction and not exercising any appraisal rights in connection therewiththis Section 5.1. The obligations Company shall notify all shareholders in writing not less than thirty (30) days prior to the proposed consummation of the Drag-Along Sellers Transaction; provided, however, that such shareholder agrees not to directly or indirectly (without the prior written consent of the Company), disclose to any other person (other than to such shareholder’s legal counsel and other advisors in respect of a transaction confidence, as otherwise necessary to protect such shareholder’s rights under this Section 3.1(gAgreement or as otherwise required by law) are subject any information related to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each potential Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionTransaction.

Drag-Along Rights. For so long as Heartland is entitled (a) Subject to the right to designate directors as set forth in Section 6.3 of the Existing 3.03, if (i) any Stockholder or Stockholders Agreement, in the event that one or more of the Heartland Entities (the "“Drag-Along Rightholders"Seller”) receive propose to Transfer a number of Common Shares owned by the Drag-Along Seller in a single transaction or in a series of Related Transactions (a “Drag-Along Sale”) to a Third Party other than a Twenty Percent Holder (a “Drag-Along Transferee”) in a bona fide offer from a Tagsale, (ii) after such Transfer, such Drag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all Transferee would Beneficially Own at least 50% of the Shares held outstanding Common Shares, (iii) a resolution has been duly passed by the Heartland Entities or Board approving the Drag-Along Sale as being fair to all or a substantial portion Stockholders and (iv) the Drag-Along Sale has been approved by Stockholders holding at least two-thirds of the then outstanding Common Stock or consolidated assets of the CompanyShares, the Drag-Along Rightholders Seller may send written notice at its option (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 in such sale (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (iA) sell all of its the Common Shares in the transaction (including a sale by merger or asset sale) contemplated owned by the Drag-Along Notice Seller and (B) require all Stockholders other than the Drag-Along Seller (the “Drag-Along Stockholders”) to Transfer all of the Common Shares owned by each Drag-Along Stockholder for the same consideration per Common Share and otherwise on the same terms and conditions as the Drag-Along Rightholders Seller in such Drag-Along Sale. The Drag-Along Seller shall provide written notice, in the form of Exhibit C hereto, of such Drag-Along Sale to the Drag-Along Stockholders (including payment of its pro rata share of all costs associated with such transactiona “Drag-Along Sale Notice”) not later than 10 Business Days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Transferee, the consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause the consummation of such transaction, including voting its Shares in favor of such transaction other material terms and not exercising any appraisal rights in connection therewith. The obligations conditions of the Drag-Along Sellers Sale. Each Drag-Along Stockholder shall be required to participate in respect of a transaction under the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender all its Common Shares as set forth in this Section 3.1(g) are subject to 3.02. The price payable in such Transfer shall be the satisfaction Drag-Along Sale Price. Not later than 15 Business Days after the date of the following conditions: Drag-Along Sale Notice (i) upon the consummation of any such transaction“Drag-Along Sale Notice Period”), each of the Drag-Along Stockholders shall deliver to a representative of the Drag-Along Seller shall have the right to receive cash and/or other consideration designated in the same form and amount per share of consideration paid to Drag-Along Rightholders Sale Notice the certificates representing the Common Shares of such Drag-Along Stockholder to be included in such transaction or any other transaction related thereto (such as the Drag-Along Sale, together with a payment for consulting or management services or nonlimited power-compete payments); (ii) if any of-attorney authorizing the Drag-Along Seller is given an option as or its representative to Transfer such Common Shares on the form terms set forth in the Drag-Along Notice and amount wire transfer or other instructions for payment or delivery of the consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person received in an amount greater than the proceeds to be received by such Drag-Along Seller in Sale, or, if such transactiondelivery is not permitted by applicable law, an unconditional agreement to deliver such Common Shares pursuant to this Section 3.02(a) at the closing for such Drag-Along Sale against delivery to such Drag-Along Stockholder of the consideration thereto. If a Drag-Along Stockholder should fail to deliver such certificates to the Drag-Along Seller, the Company (subject to reversal under Section 3.02(b)) shall cause the books and records of the Company to show that such Common Shares are bound by the provisions of this Section 3.02(a), and that such Common Shares shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

Drag-Along Rights. For so long as Heartland is entitled to the ----------------- right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities (the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third ----------------------- Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or 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 all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a 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 its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in 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 Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction.

Drag-Along Rights. For so long as Heartland is entitled to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in In the event that one or more the Company receives a bona fide purchase offer from a non-affiliate of the Heartland Entities 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 the price so approved. At least twenty (20) but not more than ninety (90) days prior to any transfer to an Offeror (a "Drag-Along RightholdersTransfer") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Company), the Drag-Along Rightholders may send written Company shall provide to the Holders a notice (the a "Drag-Along Notice") delivered to the Company Holders at their address set forth in the Purchase Agreement, explaining the terms and the other Stockholders (the "conditions of such Drag-Along Sellers") notifying them they will be required to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction Transfer (including a sale by merger or asset salethe consideration to be paid), identifying the name and address of the Offeror and indicating the date that is fifteen (15) contemplated by days after the mailing of the Drag-Along Notice for (the same consideration per Share and otherwise "Response Date"). If such Drag-Along Notice is sent, then, on or before the same terms and conditions as Response Date, each Holder that consents to the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause the consummation Transfer shall provide written notice of such transactionconsent (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 thereof (not to exceed thirty days), including voting its Shares in favor of such transaction and not exercising any appraisal rights in connection therewiththe Company shall promptly send a second notice to all Holders informing the Holders that the requisite Holders delivered Consent Notices. The obligations If requisite Holders deliver Consent Notices on or prior to the Response Date, the purchase shall be deemed to have been made on the closing of the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to Transfer without further action by the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along Rightholders in such transaction Company or any other transaction related thereto (such as a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionHolder.

Drag-Along Rights. For so long as Heartland is entitled (a) Subject to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement3.5(h), in the event that one or more of the Heartland Entities (the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or 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 all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a 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 its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in 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 Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Initiating Drag-Along Seller shall be obligated under entitled to give, or direct the terms of any agreement respecting any transaction subject Company to give and if so directed by the Initiating Drag-Along Seller the Company shall so promptly give, written notice (a “Drag-Along Sale Notice”) to the New Class C Stockholders that such Initiating Drag-Along Seller or the Company has entered into a Qualified Sale Transaction (a “Drag-Along Sale”), and that such Initiating Drag-Along Seller is requiring the New Class C Stockholders (all New Class C Stockholders participating in a Drag-Along Sale pursuant to this Section 3.1(g3.5, the “Dragged-Along Sellers,” together with the Initiating Drag-Along Seller and all other Persons (other than any Affiliates of the Initiating Drag-Along Seller) who otherwise are transferring, have a contractual obligation to indemnify any person transfer, or have exercised a contractual or other right to transfer, DTI Securities in an amount greater than the proceeds to be received by connection with such Drag-Along Seller Sale, the “Drag-Along Sellers”) to participate, agree and take such actions reasonably necessary to sell in such transactionDrag-Along Sale, on the same price per share equivalent of DTI Common Stock (notwithstanding clause (3) of the definition of “Qualified Sale Transaction,” to the extent applicable), consideration, terms and conditions as the Initiating Drag-Along Seller and in the manner set forth in this Section 3.5, a number of DTI Securities held by such Dragged-Along Sellers determined by multiplying (A) the number of DTI Securities held by such Dragged-Along Sellers at the time the Drag-Along Sale Notice for such Drag-Along Sale is given, by (B) a fraction, expressed as a percentage, the numerator of which is the number of DTI Securities to be transferred by the Initiating Drag-Along Seller and its Permitted Transferees in such Drag-Along Sale and the denominator of which is the total number of DTI Securities held at such time by the Initiating Drag-Along Seller and its Permitted Transferees (such fraction, the “Drag-Along Sale Percentage”), subject to adjustment pursuant to the Drag-Along Sale Priority as contemplated in Section 3.5(c). The Drag-Along Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) days prior to each of the consummation of such Drag-Along Sale and the delivery of a Drag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration to be received for such DTI Securities including any Additional Consideration, (iii) the identity of the other Person(s) party to the Drag-Along Sale, (iv) a detailed summary of all material terms and conditions of the proposed transfer, (v) the Drag-Along Sale Percentage, (vi) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not be less than fifteen (15) days after the delivery of such notice) and (vii) any action or actions required of the Dragged-Along Sellers in connection with the Drag-Along Sale. In the event that any MD Related Party directly or indirectly receives any Additional Consideration in connection with any Drag-Along Sale, the value of such Additional Consideration (as reasonably determined by the Board, subject to the consent of the SLP Stockholders, not to be unreasonably withheld, conditioned or delayed) shall be deemed to have been part of the consideration paid or payable to the MD Stockholders in respect of their DTI Securities in such Drag-Along Sale transaction and shall be reflected in the amount offered by the proposed transferee set forth in the applicable Drag-Along Sale Notice. In the event that more than one MD Stockholder and/ or more than one SLP Stockholder is the Initiating Drag-Along Seller, then all such transferring MD Stockholders and/or SLP Stockholders, as the case may be, shall be treated as the Initiating Drag-Along Seller, and the DTI Securities held and to be transferred by such MD Stockholders and/or SLP Stockholders, as the case may be, shall be aggregated as set forth in Section 6.16, including for purposes of calculating the applicable Drag-Along Sale Percentage; provided, that if the group of stockholders treated as the Initiating Drag-Along Seller pursuant to this sentence includes any SLP Stockholders, then the Drag-Along Sale Percentage applicable to the New Class C Stockholders shall be calculated as if the SLP Stockholders are the only stockholders treated as the Initiating Drag-Along Seller. Notwithstanding anything in this Section 3.5 to the contrary, but subject to Section 3.5(c), if the MD Stockholders and the MSD Partners Stockholders are transferring some, but not all of their DTI Common Stock or vested in-the-money Company Stock Options in any Drag-Along Sale, each of the New Class C Stockholders shall be entitled to transfer the same proportion of the DTI Securities it holds as the proportion, in the aggregate, of the MD Stockholders’ and the MSD Partners Stockholders’ DTI Common Stock and vested in-the-money Company Stock Options being sold by the MD Stockholders and the MSD Partners Stockholders in such Drag-Along Sale, relative to the total number of all such DTI Securities held by the MD Stockholders and the MSD Partners Stockholders (with each vested in-the-money Company Stock Option counting as a share of DTI Common Stock for purposes of the foregoing calculation).

Drag-Along Rights. For so long as Heartland is entitled to If at any time the right to designate directors as set forth in Section 6.3 Stockholders holding collectively at least sixty-five percent (65%) of the Existing Stockholders Agreementthen-issued and outstanding Stock held by all Stockholders, in calculated on a Fully Diluted Basis (each such holder, a “Control Seller” and collectively the event that one or more “Control Sellers”) approve a Sale of the Heartland Entities Company (the "a “Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all Sale”), then, without any further action or substantially all of the Shares held approval by the Heartland Entities or all or Board, each Stockholder who is not a substantial portion of the Common Stock or consolidated assets of the CompanyControl Seller ( each, a “Non”Control Seller”), shall consent to and raise no objections against the Drag-Along Rightholders may send written notice (Sale or 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 in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a sale process by merger or asset sale) contemplated by which the Drag-Along Notice for Sale is undertaken, and if the same consideration per Share and Drag-Along Sale is structured as a sale of Stock (the “Sale Stock”), each Non-Control Seller shall, if requested by the Control Sellers, sell (or otherwise Transfer) such Non-Control Seller’s Sale Stock (or any portion thereof if requested), on the same terms and conditions as approved by and applicable to the Control Sellers (including, if necessary, by conve11ing their Stock Equivalents into the Stock to be sold in the Drag-Along Rightholders Sale) and as set forth in this Article V. Each Non-Control Seller shall promptly take all actions deemed necessary or desirable (in the sole judgment of the Control Sellers) in connection with, and to facilitate the consummation of, the Drag-Along Sale, including payment of its pro rata share the execution of all costs associated with such transactionagreements and instruments as requested by, and on the same terms applicable to, the Control Sellers. Without limiting the foregoing, (a) and (ii) otherwise take all necessary action in its capacity if the Drag-Along Sale is structured as a stockholder to cause the consummation of such merger, consolidation, joint venture or similar transaction, including voting its Shares each Non-Control Seller shall vote in favor of such transaction and not exercising waive any dissenters’ rights, appraisal rights or similar rights in connection therewith. The obligations of with such merger or consolidation and (b) if the Drag-Along Sale is structured as a sale or exchange of Stock, each Non-Control Seller shall agree to sell or exchange its Sale Stock on the terms and conditions approved by the Control Sellers and upon which the Control Sellers agree to sell or exchange their Sale Stock. The Company shall use reasonable efforts to notify the Non-Control Sellers in respect writing not Jess than fifteen ( 15) days prior to the proposed consummation of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Sale; provided, however, that each Non-Control Seller shall have agrees not to directly or indirectly (without the right prior written consent of the Company) disclose to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along Rightholders in such transaction or any other transaction Person (other than to such Non-Control Seller’s legal counsel in confidence, as otherwise necessary to protect such Non-Control Seller’s rights under this Agreement or as otherwise required by law) any information related thereto (to such as a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is given an option as to potential Sale of the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionCompany.

Drag-Along Rights. For so long as Heartland is entitled (a) Subject to Section 5.03, if at any time the right to designate directors as set forth in Section 6.3 of Sponsors constituting the Existing Stockholders AgreementSponsor Majority (collectively, in the event that one or more of the Heartland Entities (the "“Drag-Along Rightholders"Seller”) receive propose to Transfer all but not less than all of their Group Equity Securities (a bona fide offer from a Tag“Drag-Along Sale”) to any Third Party Purchaser to purchase or Third Parties (including the “Drag-Along Transferee”) in a purchase by merger) all single transaction or substantially all in a series of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Companyrelated transactions, the Drag-Along Rightholders Seller may send written notice (at its option require each other Shareholder that is not the "Drag-Along Notice") to the Company and the other Stockholders Seller (the "“Other Shareholders”), and each Other Shareholder hereby agrees, if such Drag-Along Sellers") notifying them they will be required Sale is structured as a Transfer of Group Equity Securities, to sell Transfer all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a sale Group Equity Securities then held by merger or asset sale) contemplated by the Drag-Along Notice for the same consideration per Share and otherwise such Other Shareholder on the same terms and conditions as are applicable to the Drag-Along Rightholders (Seller, including payment the same per share consideration with respect to a specific class of its pro rata Group Equity Securities; provided, that, the terms of such Drag-Along Sale may provide different per share consideration for different classes of all costs associated with such transaction) Group Equity Securities. All Other Shareholders shall cooperate in, and (ii) otherwise shall take all actions that the Drag-Along Seller deems reasonably necessary action or desirable to consummate the Drag-Along Sale, including, without limitation, (i) voting their respective Group Equity Securities (or executing and delivering any written consents in its capacity as a stockholder to cause the consummation of such transaction, including voting its Shares lieu thereof) in favor of such transaction and not exercising any appraisal rights in connection therewith. The obligations of the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to Sale and all actions deemed necessary or appropriate by the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller in connection with the Drag-Along Sale, including voting to approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or a sale of all or substantially all of the assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (ii) to the extent permitted by applicable law, not exercising any dissenters’ or appraisal rights to which they may be entitled in connection with the Drag-Along Sale, and (iii) subject to Section 5.03(b), entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller. Each Other Shareholder hereby grants to each Sponsor that is part of the Drag-Along Seller, an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Other Shareholder’s Group Equity Securities in accordance with such Other Shareholder’s agreements in this Section 5.02 and a power of attorney to execute and deliver in the name and on behalf of such Other Shareholder all such agreements, instruments and other documentation (including any written consents of shareholders) as is required to Transfer the Group Equity Securities held by such Other Shareholder to the Drag-Along Transferee. Notwithstanding the foregoing, the Drag-Along Seller may cause a Drag-Along Sale pursuant to this Section 5.02(a) in a Transfer for less than all of the outstanding Group Equity Securities; provided, that such retained shares do not exceed 20% of the issued and outstanding Group Equity Securities and; provided, further, that that all Shareholders shall have the right to receive cash and/or other consideration in the same form and amount per retain a pro rata share of consideration paid to Drag-Along Rightholders in each class of aggregate retained shares (based on their Aggregate Ownership of the specified class at such transaction or any other transaction related thereto (such as a payment for consulting or management services or non-compete paymentstime); (ii) if any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction.

Drag-Along Rights. For so long as Heartland is entitled to (i) During any period between the right to designate directors as set forth in Section 6.3 expiration of the Existing Stockholders AgreementRestricted 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 least a majority of the Class A Shares outstanding (a “Drag-Along Transaction”), then, in the event that one or more of the Heartland Entities a Holder (the "“Dragged Holder”) was not entitled to a Right of First Offer or has not timely submitted its Proposed Offer, or any such Proposed Offer has been rejected in compliance with this Agreement, Apollo shall have the right (the “Drag-Along Rightholders"Right”) receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Companyrequire such Dragged Holder to Transfer, in the Drag-Along Rightholders may send Transaction, the number of Common Shares beneficially owned by such Dragged Holder multiplied by the Drag-Along Percentage (rounded down to the nearest whole share). In order to exercise its Drag-Along Right, Apollo shall deliver written notice of such Drag-Along Transaction (the "“Drag-Along Notice"”) to the Company and each Dragged Holder within 150 days after the other Stockholders (date of the "ROFO Notice. Such Drag-Along Sellers") notifying them they will Notice shall disclose in reasonable detail the number of Common Shares to be required subject to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Notice for Transaction (the same consideration per Share and otherwise on “Drag-Along Shares”), the same proposed price, the other proposed terms and conditions as of the proposed Drag-Along Rightholders Transaction (including payment copies of its pro rata share of all costs associated with such transactionthe definitive agreements relating thereto) and (ii) otherwise take all necessary action in 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 identity of the prospective purchaser. For the avoidance of doubt, the terms and conditions of the proposed Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to Transaction (including the satisfaction of the following conditions: (i) upon the consummation terms and conditions of any such transactionstockholder, each Drag-Along Seller shall have voting or other ongoing arrangement between the right to receive cash and/or other consideration in Transferring Holder and the prospective purchaser) must be the same form for the Transferring Holder and amount the Dragged Holder including, without limitation, the same per share of consideration paid to Drag-Along Rightholders in such transaction or Common Share purchase price, but excluding any other transaction related thereto (such payments under the Consulting Agreements made as a payment for consulting or management services or non-compete payments); (ii) if result of any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller Transaction which will be given the same option with respect to its applicable pro rata share; and (iiigoverned by Section 8(h) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionhereof.

Drag-Along Rights. For so long as Heartland is entitled to the right to designate directors as set forth in Section 6.3 If Stockholders of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities Parent (the "“Selling Stockholders”) holding a Stockholder Majority (as defined below) propose to sell all their shares of Parent Common Stock to any unaffiliated or unrelated person in an arm’s length transaction then the Selling Stockholders may elect to require (a “Drag-Along Rightholders"Right”) receive that Seller sell all of his shares of the Parent Common Stock in such sale transaction(s) for the same price per share as the Selling Stockholders (a bona fide offer from a Tag“Drag-Along Third Party Purchaser Transaction”). If the Selling Stockholders desire to purchase (including a purchase by merger) all or substantially all exercise such Drag-Along Right, they shall give written notice to the Seller of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Company, proposed Drag-Along Transaction giving rise to the Drag-Along Rightholders may send written notice Right at least twenty (20) days prior to the "consummation thereof (a “Drag-Along Notice") to the Company and the other Stockholders (the "”). The Drag-Along Sellers"Notice shall set forth the principal terms of such proposed transaction including the amount of Parent Common Stock to be sold by the Selling Stockholders, the price per shares to be paid, the name and address of the prospective buyer and any other material terms and conditions (in reasonable detail) notifying them they will be required pertaining to sell all such proposed transfer, including without limitation, the proposed closing date (but not less than all) of their Shares in such sale (or, the “Drag-Along Terms”). If the Selling Stockholders consummate the proposed transaction to which reference is made in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along the Seller receiving such notice shall be bound and obligated to (i) sell all of its Shares his Parent Common Stock in the proposed transaction (including a 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 its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in its capacity as a stockholder Selling Stockholders. If properly exercised, the Seller is hereby deemed 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 Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject have consented to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction.

Drag-Along Rights. For so long as Heartland is entitled If a SAIF Shareholder wishes to the right accept an offer for that SAIF Shareholder to designate directors as set forth in Section 6.3 sell some or all of the Existing Stockholders Agreement, in the event that its Equity Shares or ADSs to one or more of the Heartland Entities (the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser Purchasers and to purchase (including a purchase by merger) all include some or substantially all of the Equity Shares of the other Shareholders in such sale and the consent to such a sale is given by the holders of a three fourths majority of the aggregate of the Equity Shares held by the Heartland Entities or all or a substantial portion of SAIF Shareholders and the Common Stock or consolidated assets of VentureTech Shareholders, then the Company, the Drag-Along Rightholders SAIF Shareholder may send a written notice (the "Drag-Along Notice") to the Company SCS and the other Stockholders VentureTech (the "Drag-Along Sellers") notifying them they will specifying (i) the name of the Third Party Purchasers, (ii) the consideration payable per Equity Share (which shall be required the same for all Shareholders), (iii) the number of Equity Shares such Third Party Purchasers wish to sell all purchase, (but not less than alliv) a summary of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders in favor material terms of such sale)purchase and the other material terms of such purchase applicable to the Drag-Along Sellers, such material terms to be the same as the equivalent terms applicable to the Drag-Along Seller ("Drag-Along Shares") and (iv) a certificate signed by the SAIF Shareholder and the proposed Third Party Purchasers addressed to the Drag-Along Sellers stating that such consideration has been negotiated on an arms length basis and no other consideration for Equity Shares is payable by the Third Party Purchasers to the SAIF Shareholder; and (v) a letter from an independent internationally recognised investment bank retained by the SAIF Shareholder confirming that the consideration payable per Equity Share is fair and reasonable. Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all such a number of its Equity Shares determined by (x) dividing the number of its Equity Shares by the aggregate of all Equity Shares held by the Drag-Along Shareholders and the SAIF Shareholder, and (y) multiplying that fraction by the Drag-Along Shares; free of any Encumbrance, in the transaction (including a 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 SAIF Shareholder (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause the consummation of such transaction, including voting its Equity Shares in favor of such transaction and not exercising any appraisal approval or voting rights in connection therewith. The obligations therewith in a manner contrary to the completion of the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each . Each Drag-Along Seller shall have (i) further agrees to take all actions (including executing documents) in connection with consummation of the right to receive cash and/or other consideration in the same form proposed transaction as may reasonably be requested of it by SAIF and amount per share of consideration paid to Drag-Along 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 any Draghereby appoints the SAIF Shareholder, as its attorney-Along Seller is given an option as in-fact to do the same on its behalf. Subject to the form execution of a reasonable confidentiality agreement between the Company and amount of consideration the Third Party Purchaser(s) the Company and the Selling Shareholders shall facilitate all reasonable due diligence by the Third Party Purchaser(s) and their advisors in relation to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller such acquisition provided that such due diligence by a Competitor shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) such additional restrictions as the Board may reasonably impose to indemnify protect the confidential information of the Company from any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionmisuse.

Drag-Along Rights. For so long as Heartland is entitled (a) If, at any time prior to the right Drag-Along Termination Date, (A) the Selling Stockholder proposes to designate directors as set forth transfer in Section 6.3 a Bona Fide Sale (other than any transfer (i) in a Public Offering, (ii) to Ripplewood Partners or any Affiliate of Ripplewood Partners, (iii) to any shareholder, partner, member or employee of Ripplewood Partners or any Affiliate of Ripplewood Partners, (iv) to any employee of the Existing Initial Stockholder, WRC or any of their Subsidiaries or (v) to any member of the Initial Stockholder or any Affiliate of such member) not less than 75% of the aggregate number of shares of Common Stock owned by the Selling Stockholder at such time and (B) such transfer constitutes a “Drag-Along Sale” (as such term is defined in the SGC Stockholders Agreement, ) and each holder of “Purchaser Shares” (as such term is defined in the event that one or more SGC Stockholders Agreement) shall be required to participate in such Drag-Along Sale pursuant to Article II of the Heartland Entities SGC Stockholders Agreement (the a "Drag-Along RightholdersSale") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of ), then the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the CompanySelling Stockholder may at its option require all, 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 all (but not less than all) , of their the holders of Exchange Shares to sell in such sale Drag-Along Sale their respective Drag-Along Portions of the Exchange Shares then held by such holders (or, in the case of a merger or asset sale, vote as stockholders in favor “Drag-Along Rights”). The Selling Stockholder shall provide written notice of such sale). Upon receipt of Drag-Along Sale to each such holder (a “Drag-Along Notice, each ”) not later than the tenth day prior to the proposed Drag-Along Seller receiving such notice Sale. The Drag-Along Notice shall be obligated identify, with respect to (i) sell all of its Shares in the transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Notice Sale, the transferee, the number of shares of Common Stock to be sold, the consideration for which a transfer is proposed to be made, which shall also be stated on a per share basis (the same consideration per Share and otherwise on the same terms and conditions as the “Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause Sale Price”), 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 Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by date on which such Drag-Along Seller Sale is proposed to be consummated and, in reasonable detail, all other material terms and conditions of such transactionDrag-Along Sale.

Drag-Along Rights. For so long as Heartland is entitled (a) If, prior to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities (the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Companyan IPO, the Drag-Along Rightholders may send written notice (the "Transferor proposes to make a bona fide Transfer to any Person or Group that is not an Affiliate of any Drag-Along Notice") to the Company and the other Stockholders Transferor (the "collectively, a “Drag-Along Sellers") notifying them they will be required to sell all (but not less than allTransferee”) of their Shares Equity Securities which would result in such sale a Change of Control Transaction (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a “Drag-Along NoticeSale”), each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares in the transaction (including a sale by merger or asset sale) contemplated by then the Drag-Along Notice for Transferor may elect (a “Drag-Along Election”) to require each other Stockholder (the “Dragged Stockholders”) to Transfer Equity Securities (as calculated below) as a part of the Drag-Along Sale to such Drag-Along Transferee, at the same amount and form of consideration per Share and otherwise on upon the same terms and subject to the same conditions as the Drag-Along Rightholders Transferor, all of which shall be set forth in the Drag- Along Notice (as defined below). The Drag-Along Transferor may require each Dragged Stockholder to Transfer that number of Equity Securities (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause for this purpose Common Stock Equivalents but which, at 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 election of the Drag-Along Sellers in respect Transferor, may exclude Unvested Stock (other than Common Stock or Common Stock Equivalents that vest as a result of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller Sale)) as is equal to the product of (x) a fraction, the numerator of which is the number of Equity Securities as is proposed to be sold by the Drag-Along Transferor to the Drag-Along Transferee and the denominator of which is the aggregate number of Equity Securities owned as of the date of the Drag-Along Notice by the Drag-Along Transferor and (y) the number of Equity Securities (including for this purpose Common Stock Equivalents but excluding Unvested Stock (other than Common Stock and Common Stock Equivalents that vest as a result of such Drag-Along Sale) if so elected by the Drag-Along Transferor as set forth above) owned by such Dragged Stockholder as of the date of the Drag-Along Notice; provided that the purchase price to be paid in such Drag-Along Sale for any Common Stock Equivalent shall have equal the right purchase price per share of Common Stock to receive cash and/or other consideration be paid in such Drag-Along Sale less the same form and amount per share of consideration paid to Drag-Along Rightholders in the exercise or purchase price (if any) of such transaction or any other transaction related thereto (such as a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionCommon Stock Equivalent.

Drag-Along Rights. For so long as Heartland is entitled (a) If at any time during the Term, any Clorox Partner enters into an agreement to the right to designate directors as set forth in Section 6.3 consummate a transaction constituting a direct or indirect sale of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities (the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by Glad Global Business (other than a Clorox Change of Control) (a “Third-Party Sale”), then upon the Heartland Entities or all or a substantial portion written demand of the Common Stock or consolidated assets of the CompanyClorox, 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 each P&G Partner will be required agree to sell all (its JV Interests, and the P&G Option if the Third-Party Sale is during the Option Exercise Period and the P&G Option is not yet exercised, and at a price equal to the Fair Market Value for such JV Interests, and upon the same other terms and conditions as to be given to the Clorox Partners, provided that in order to be entitled to exercise their rights in connection with a Third Party Sale, the P&G Partners must agree to give the same indemnities as the Clorox Partners agree to make in connection with the proposed sale, transfer or assignment, which obligations will be borne by the P&G Partners on a pro rata basis based on the relative Ordinary JV Interests of all JV Partners but not less than all) of their Shares in such sale (or, in the case of each P&G Partner will in no event exceed ten percent (10%) of the sale proceeds received by such P&G Partner. Notwithstanding the foregoing, with respect to any a merger or asset saleThird-Party Sale that occurs prior to [* * *] anniversary of the Closing Date, vote as stockholders the purchase price to be paid to the P&G Partners in favor such Third-Party Sale for P&G’s initial Ordinary JV Interest of such sale)ten percent (10%) and Class C Interest will be an aggregate of no less than $140 million. Upon receipt With respect to the P&G Option if the P&G Option is unexercised but exercisable, the P&G Partners will receive from the proceeds otherwise payable to the Clorox Partners the amount by which the Fair Market Value of a Drag-Along Noticethe Ordinary JV Interest and Class A Interest subject to the P&G Option exceeds the Option Price. The purchase price payable to the P&G Partners for the P&G Option (if the P&G Option is unexercised, each Drag-Along Seller receiving such notice shall but exercisable) will therefore be obligated to the greater of (i) sell all of its Shares in the transaction (including a 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 its pro rata share of all costs associated with such transaction) zero and (ii) otherwise take all necessary action in its capacity as a stockholder an amount equal to cause (x) the consummation Fair Market Value of the Ordinary JV Interest and Class A Interest to be acquired by P&G upon exercise of the P&G Option minus (y) the then-applicable Option Price (and the amount of the purchase price payable to the Clorox Parties will be reduced by an equal amount). Upon completion of such transactionsale the P&G Option will terminate. Clorox agrees it will not enter into a Third-Party Sale, including voting its Shares in favor of such transaction and unless otherwise agreed by the P&G Partners, without obtaining an opinion from a nationally-recognized investment banking firm selected by Clorox, which investment banking firm is not exercising otherwise entitled to any appraisal rights financial advisor’s or similar fee in connection therewithwith the Third-Party Sale, [* * *]. The obligations of the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionTHE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

Drag-Along Rights. For so long as Heartland is entitled (a) Subject to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement4.03, in the event that if at any time one or more of Sponsors (collectively, the Heartland Entities (the "“Drag-Along Rightholders"Seller”) receive propose to Transfer more than a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all majority of the Shares Aggregate Ownership of all Sponsors of any class of Company Equity Securities held by the Heartland Entities Sponsors on the date hereof (a “Drag-Along Sale”) to any Third Party or all Third Parties (the “Drag-Along Transferee”) in a single transaction or in a substantial portion series of the Common Stock or consolidated assets of the Companyrelated transactions, the Drag-Along Rightholders Seller may send written notice (at its option require each Investor other than the "Drag-Along Notice") to the Company and the other Stockholders Seller (the "a “Drag-Along Sellers"Investor”) notifying them they will be required to sell all (but not less than all) of their Shares in such sale (orTransfer, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, and each Drag-Along Seller receiving Investor hereby agrees to Transfer, such notice shall be obligated to (i) sell all percentage of its Shares in the transaction (including a sale each class of Company Equity Securities then held by merger or asset sale) contemplated by the such Drag-Along Notice for Investor as is equal to the same consideration per Share and otherwise on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share percentage of all costs associated with shares of Company Equity Securities held by such transaction) and (ii) otherwise take all necessary action in 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 Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration that are proposed to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received sold by such Drag-Along Seller in such transactionDrag-Along Sale, on substantially the same terms and conditions as are applicable to the Drag-Along Seller; provided that, consistent with Section 4.03(f), the terms of such Drag-Along Sale may provide different per share consideration for different classes of Company Equity Securities. All Drag-Along Investors shall cooperate in, and shall take all actions that the Drag-Along Seller deems reasonably necessary or desirable to consummate the Drag-Along Sale, including, without limitation, (i) voting their respective Company Equity Securities (or executing and delivering any written consents in lieu thereof) in favor of the Drag-Along Sale and all actions deemed necessary or appropriate by the Drag-Along Seller in connection with the Drag-Along Sale, including voting to approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or a sale of all or substantially all of the assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (ii) to the extent permitted by applicable law, not exercising any dissenters’ or appraisal rights to which they may be entitled in connection with the Drag-Along Sale, and (iii) subject to Section 4.03(b), entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller. Each Drag-Along Investor hereby grants to the CCMP Representative, an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Drag-Along Investor’s Company Equity Securities in accordance with such Drag-Along Investor’s agreements in this Section 4.03 and a power of attorney to execute and deliver in the name and on behalf of such Drag-Along Investor all such agreements, instruments and other documentation (including any written consents of shareholders) as is required to Transfer the Company Equity Securities held by such Drag-Along Investor to the Drag-Along Transferee.

Drag-Along Rights. For so long as Heartland is entitled to the right to designate directors as set forth in Section 6.3 If Stockholders of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities Parent (the "“Selling Stockholders”) holding a Stockholder Majority (as defined below) propose to sell all their shares of Parent Common Stock to any unaffiliated or unrelated person in an arm’s length transaction, then the Selling Stockholders may elect to require (a “Drag-Along Rightholders"Right”) receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially that Sellers sell all of the Shares held by shares received as Stock Consideration in such sale transaction(s) for the Heartland Entities or all or same price per share as the Selling Stockholders (a substantial portion “Drag-Along Transaction”). If the Selling Stockholders desire to exercise such Drag-Along Right, they shall give written notice to the Sellers of the Common Stock or consolidated assets of the Company, proposed Drag-Along Transaction giving rise to the Drag-Along Rightholders may send written notice Right at least twenty (20) days prior to the "consummation thereof (a “Drag-Along Notice") to the Company and the other Stockholders (the "”). The Drag-Along Sellers"Notice shall set forth the principal terms of such proposed transaction including the amount of Parent Common Stock to be sold by the Selling Stockholders, the price per shares to be paid, the name and address of the prospective Parent and any other material terms and conditions (in reasonable detail) notifying them they will be required pertaining to sell all such proposed transfer, including without limitation, the proposed closing date (but not less than all) of their Shares in such sale (or, the “Drag-Along Terms”). If the Selling Stockholders consummate the proposed transaction to which reference is made in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice the Sellers shall be bound and obligated to (i) sell all of its Shares his Parent Common Stock in the proposed transaction (including a 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 Selling Stockholders. If properly exercised, the Sellers are hereby deemed to have consented to the transaction. A “Stockholder Majority” shall mean holders of fifty (including payment of its pro rata share of all costs associated with such transaction50%) and (ii) otherwise take all necessary action in 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 percent or greater of the Drag-Along Sellers in respect outstanding shares of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionParent Common Stock.

Drag-Along Rights. For so long as Heartland is entitled If any other Holder shall have elected to not sell any of his, her or its Tag-Along Securities, or shall have elected to sell a portion (but not all) of Tag-Along Securities that such other Holder has the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreementsell, in the event that one or more of applicable Craft Transaction, then the Heartland Entities (Craft Holder shall have the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser right, but not the obligation, to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or 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 cause all (but not less than all) of their Shares in such sale other Holders (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a “Drag-Along NoticeHolders”) to sell (i.e., each a “drag along”) all of the Tag-Along Securities of such Drag-Along Seller receiving Holder (or a portion thereof, so long as such notice shall be obligated to (i) sell all of its Shares in the transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Notice for the same consideration per Share and otherwise Holders are reduced ratably) on the same terms and conditions as those offered to such Craft Holder, in which case each such Drag-Along Holder shall sell in such Craft Transaction the number of Tag-Along Securities required to be so sold by them by such Craft Holder. If the Craft Holder shall desire to “drag along” the Drag-Along Rightholders Holders in such Craft Transaction, the Craft Holder shall send written notice thereof to the Drag-Along Holders within seven (including payment 7) Business Days prior to the date of its pro rata share closing of all costs associated with the Craft Transaction, which notice shall (i) state that each Drag-Along Holder is being required by such transaction) Craft Holder to sell Restricted Securities in such Craft Transaction and (ii) otherwise take all necessary action in its capacity as a stockholder to cause specify the consummation number of Tag Along Securities that such transaction, including voting its Shares in favor of such transaction and not exercising any appraisal rights in connection therewith. The obligations of the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject Holder shall be required to sell to the satisfaction Third Party Purchaser. At the closing of the following conditions: (i) upon Craft Transaction, the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form applicable Craft Holder and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will Holder shall sell the number of Restricted Securities to be given sold by such Craft Holder and the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under Holders in accordance with the terms provisions of any agreement respecting any transaction subject to paragraph (d) of this Section 3.1(g) 2.06. With respect to indemnify any person Craft Transaction in an amount greater than the proceeds to be received by such which a Drag-Along Seller in such transaction.Holder shall be required to sell Restricted Securities by a Craft Holder:

Drag-Along Rights. For so long as Heartland is entitled (a) Subject to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement4.5(h), in the event that one or more of the Heartland Entities (the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or 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 all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a 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 its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in 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 Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Initiating Drag-Along Seller shall be obligated under entitled to give, or direct the terms of any agreement respecting any transaction subject Company to give and the Company shall so promptly give, written notice (a “Drag-Along Sale Notice”) to the other Stockholders that such Initiating Drag-Along Seller or the Company has entered into a Qualified Sale Transaction (a “Drag-Along Sale”), and that such Initiating Drag-Along Seller is requiring the other Stockholders (all Stockholders participating in a Drag-Along Sale pursuant to this Section 3.1(g4.5, the “Dragged-Along Sellers,” and together with the Initiating Drag-Along Seller and all other Persons (other than any Affiliates of the Initiating Drag-Along Seller) who otherwise are transferring, have a contractual obligation to indemnify any person transfer, or have exercised a contractual or other right to transfer, DTI Securities in an amount greater than the proceeds to be received by connection with such Drag-Along Seller Sale, the “Drag-Along Sellers”) to participate, agree and take such actions reasonably necessary to sell in such transactionDrag-Along Sale, on the same price per share equivalent of DTI Common Stock, consideration, terms and conditions as the Initiating Drag-Along Seller and in the manner set forth in this Section 4.5, a number of DTI Securities held by such Dragged-Along Seller determined by multiplying (A) the number of DTI Securities held by such Dragged-Along Seller at the time the Drag-Along Sale Notice for such Drag-Along Sale is given by (B) a fraction, expressed as a percentage, the numerator of which is the number of DTI Securities to be transferred by the Initiating Drag-Along Seller and its Permitted Transferees in such Drag-Along Sale and the denominator of which is the total number of DTI Securities held at such time by the Initiating Drag-Along Seller and its Permitted Transferees (such fraction, the “Drag-Along Sale Percentage”), subject to adjustment pursuant to the Drag-Along Sale Priority as contemplated in Section 4.5(c). The Drag-Along Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) days prior to each of the consummation of such Drag-Along Sale and the delivery of a Drag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration to be received for such DTI Securities, including any Additional Consideration received, (iii) the identity of the other Person(s) party to the Drag-Along Sale, (iv) a detailed summary of all material terms and conditions of the proposed transfer, (v) the Drag-Along Sale Percentage, (vi) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not be less than fifteen (15) days after the delivery of such notice) and (vii) any action or actions required of the Dragged-Along Sellers in connection with the Drag-Along Sale. In the event that any MD Related Party directly or indirectly receives any Additional Consideration in connection with any Drag-Along Sale, the value of such Additional Consideration (as reasonably determined by the Board, subject to the consent of the SLP Stockholders, not to be unreasonably withheld, conditioned or delayed) shall be deemed to have been part of the consideration paid or payable to the MD Stockholders in respect of their DTI Securities in such Drag-Along Sale transaction and shall be reflected in the amount offered by the proposed transferee set forth in the applicable Drag-Along Sale Notice. In the event that more than one MD Stockholder and/or more than one SLP Stockholder is the Initiating Drag-Along Seller, then all such transferring MD Stockholders and/or SLP Stockholders, as the case may be, shall be treated as the Initiating Drag-Along Seller, and the DTI Securities held and to be transferred by such MD Stockholders and/or SLP Stockholders, as the case may be, shall be aggregated as set forth in Section 9.16, including for purposes of calculating the applicable Drag-Along Sale Percentage. Notwithstanding anything in this Section 4.5 to the contrary, but subject to Section 4.5(c), if the MD Stockholders and the MSD Partners Stockholders are transferring some, but not all of their DTI Common Stock or vested in-the-money Company Stock Options in any Drag-Along Sale, each of the other Stockholders shall be entitled to transfer the same proportion of DTI Common Stock held by it as the proportion, in the aggregate, of the MD Stockholders’ and the MSD Partners Stockholders’ DTI Common Stock and vested in-the-money Company Stock Options (relative to the MD Stockholders’ and the MSD Partners Stockholders’ total number of such DTI Securities) that are being sold by the MD Stockholders and the MSD Partners Stockholders in such Drag-Along Sale. For the avoidance of doubt, no DTI Securities that are subject to any vesting or similar condition may be transferred prior to such time as such DTI Securities have fully vested; provided, that it is understood that if such DTI Securities vest in connection with such Drag-Along Sale, such DTI Securities shall be required to be transferred in connection therewith in accordance with this Section 4.5.

Drag-Along Rights. For so long as Heartland is entitled to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities (the "DragDRAG-Along RightholdersALONG RIGHTHOLDERS") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Company, the Drag-Along Rightholders may send written notice (the "DragDRAG-Along NoticeALONG NOTICE") to the Company and the other Stockholders (the "DragDRAG-Along SellersALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a 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 its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in 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 Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction.

Drag-Along Rights. For so long as Heartland is entitled to (a) If, at any time after the right to designate directors as set forth in Section 6.3 earlier of the Existing Stockholders Agreementdate which is 42 months after the Closing Date or the Positive EPS Date, QUALCOMM shall, in the event that one or more in a series of transactions, enter into an agreement to effect, or propose to effect, a sale, transfer or other disposition to a Third Party of Ordinary Shares owned by QUALCOMM in an amount greater than 50% of the Heartland Entities then outstanding Ordinary Shares of the Company (the a "Drag-Along RightholdersSale") receive ), then QUALCOMM shall have the right (a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Company, the Drag-Along Rightholders may send written notice (the "Drag-Along NoticeRight") to the Company require VeloCom to sell, transfer and the other Stockholders (the "Drag-Along Sellers") notifying them they will deliver, or cause to be required sold, transferred and delivered to sell all (but not less than all) of their such Third Party, Ordinary Shares in such sale (or, in an amount equal to the case number of a merger or asset sale, vote as stockholders 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 Ordinary Shares in the transaction (including a sale then owned by merger or asset sale) contemplated VeloCom multiplied by the Drag-Along Notice for Percentage. The "Drag-Along Percentage" shall mean the percentage represented by a fraction the numerator of which is the number of Ordinary Shares owned by QUALCOMM that are subject to the Drag-Along Sale and the denominator of which is the aggregate number of Ordinary Shares owned by QUALCOMM immediately prior to such Drag-Along Sale. The Ordinary Shares owned by VeloCom that are to be sold in the Drag-Along Sale shall be sold at the same consideration price per Share share and otherwise on the same terms and conditions as are applicable to the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action Sale. If in 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 Drag-Along Sellers in respect Sale QUALCOMM intends to sell any QUALCOMM Commitment Shares along with the corresponding portion of a transaction the QUALCOMM Commitment (as permitted under this Section 3.1(g3.4(a)) are subject and the per share sale price applicable to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have Sale does not take into account the right to receive cash and/or other consideration in value of the same form and amount QUALCOMM Commitment being so assumed, then the per share of consideration paid price applicable to the Drag-Along Rightholders in Right shall be increased to include such value. VeloCom shall not be obligated to pay any portion of the transaction or any other transaction related thereto (such as costs associated with a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is given an option as to Sale or the form and amount sale, transfer or delivery of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionsecurities pursuant thereto.

Drag-Along Rights. For so long as Heartland is entitled to the right to designate directors as set forth in Section 6.3 (a) If at any time any Existing Shareholder or group of Existing Shareholders holding at least a majority of the Existing Stockholders Agreementoutstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) (collectively, the “Dragging Shareholders”) 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 event that then-issued and outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) then held by the Existing Shareholders to one or more of the Heartland Entities Persons who are unaffiliated bona fide third-party purchasers (the "a “Drag-Along Rightholders"Sale”), then the Dragging Shareholders may elect to require all other Shareholders (the “Dragged Shareholders”) receive a bona fide offer from a Tagto, and the Dragged Shareholders shall, (i) if such Drag-Along Third Party Purchaser Sale is structured as sale of Ordinary Shares, Transfer, or caused to purchase be Transferred, to such Person, concurrently with the Drag-Along Sale, Preference Shares or Ordinary Shares representing all of the Ordinary Shares then held by the Dragged Shareholders (including 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 purchase by merger) , consolidation or sale of all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Company, the to vote in favor thereof, and otherwise to consent to and raise no objection to such Drag-Along Rightholders may send written notice (the "Drag-Along Notice") to the Company Sale, 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 in such sale (orDragged Shareholders shall waive dissenters’ rights, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a 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 its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in 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 or similar rights, if any, which the Dragged Shareholders may have in connection therewith. The obligations of the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) ; provided that upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along Rightholders in such transaction Sale, (y) before any distribution or any other transaction related thereto (such as a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of made to any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person Dragging Shareholders in an amount greater than the proceeds to be received by connection with such Drag-Along Seller Sale, each Dragged Shareholder that holds Preference Shares shall be entitled to receive the Sale Payment, for each Preference Share it holds that is to be Transferred in such transactionDrag-Along Sale in accordance with the Memorandum and (z) if such Drag-Along Sale is entered into prior to the three year anniversary of the Closing, then the consideration payable to each Dragged Shareholder that holds Preference Shares shall be payable either (i) solely in cash or Liquid Securities, or (ii) solely to the extent holders of Ordinary Shares are receiving securities, other than Liquid Securities, in such Drag-Along 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 the form of Acceptable Securities. For greater certainty, under no circumstances shall any Affiliate of the Company be considered an unaffiliated bona fide third-party purchaser for purposes of this Section 3.7.

Drag-Along Rights. For so long as Heartland is entitled (a) Prior to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreementa Liquidity Transaction, in the event that a SAFE Sale or GL Business Sale is consummated or one or more definitive transaction agreements are entered into providing for a SAFE Sale or GL Business Sale, in each case, on Arms-Lengths Terms and not with an Affiliate of the Heartland Entities SAFE, then SAFE may, in its sole discretion, notify each other Member (the "each, a “Drag-Along Rightholders"Member”) receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase in writing that SAFE (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Company, the Drag-Along Rightholders may send written notice (the "Drag-Along Notice"designee) to the Company and the other Stockholders (the "Drag-Along Sellers") notifying them they will be required to sell acquire all (but and not less than all) of their Shares in such sale Member’s Units (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a “Drag-Along NoticeTransaction”). If SAFE delivers such notice: (i) to the extent any vote or consent to such Drag-Along Transaction is required, each Drag-Along Seller receiving Member shall consent or vote for such notice Drag- Along Transaction and shall waive any claims related thereto, including any dissenter’s rights, appraisal rights or similar rights which such Drag-Along Member may have in connection therewith, (ii) no Drag- Along Member shall raise any objections to the proposed Drag-Along Transaction, (iii) each Drag- Along Member shall agree to sell all of its Units on the terms and conditions as set forth in such notice, subject to any rollover by Company Personnel of their Units as may be requested by the Transferee, (iv) each Drag-Along Member shall execute all documents reasonably required to effectuate such Drag-Along Transaction, as determined by SAFE (including consenting to amendments to this Agreement), (v) each Drag-Along Member shall be obligated to provide the same covenants, agreements, indemnities (i) sell all on a pro rata basis in accordance with their Drag-Along Pro Rata Share, provided that no indemnification obligation of any Drag-Along Member shall exceed the consideration received by such Drag-Along Member for the sale of its Shares Units in the transaction such Drag-Along Transaction), (including a sale by merger vi) no Drag- Along Member shall be required to make any representation or asset salewarranty other than customary representations and warranties with respect to (A) contemplated by such Drag-Along Member’s existence and power and authority to consummate the Drag-Along Notice Transaction, (B) such Drag-Along Member’s ownership of its respective Units and ability to freely convey such Units without liens or encumbrances (other than by reason of this Agreement), (C) non-contravention of such Drag-Along Member’s charter, bylaws or other organizational documents and non-contravention of laws and/or judgments by such Drag- Along Member, (D) the enforceable nature of such Drag-Along Member’s obligations under the documents for the same consideration per Share and otherwise on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) Transaction to which it is a party, subject to customary exceptions and (iiE) otherwise that such Drag-Along Member has not retained any Person that would be entitled to any broker’s or finder’s fees in connection with the Drag-Along Transaction, (vii) no Drag-Along Member should be liable for any representation, warranty, covenant or agreement made by another Drag-Along Member and (viii) each Drag-Along Member shall take all other actions reasonably necessary action in its capacity or desirable, as a stockholder determined by the Board, 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 Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to Transaction on the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each terms proposed by SAFE. No Drag-Along Seller Member shall have the right be required to receive cash and/or other consideration in the same form and amount per share of consideration paid agree to any non-competition, non- solicitation or similar restrictive covenant. As used herein, “Drag-Along Rightholders in such transaction or any other transaction related thereto Pro Rata Share” of a Drag- Along Member means the number of Units derived by dividing (such as a payment for consulting or management services or non-compete payments); (iix) if any Drag-Along Seller is given an option as to the form and amount total number of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received Units then held by such Drag-Along Seller Member, by (y) the total number of Units to be sold by all Drag-Along Members in such transactionthe Drag-Along Transaction.

Drag-Along Rights. For so long as Heartland is entitled (a) Subject to this Section 4.01 and Section 4.02, if the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in the event that one or more of the Heartland Avista Entities (together, the "“Drag-Along Rightholders"Seller”) receive propose to Transfer not less than 50% of their collective Aggregate Ownership of any class of Company Securities to a Third Party (the “Drag-Along Transferee”) in a bona fide offer from sale (a Tag“Drag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the CompanySale”), the Drag-Along Rightholders Seller 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 at its option require all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to Employee Shareholders (i) sell all of its Shares in the transaction (including a sale by merger or asset sale) contemplated by to Transfer the Drag-Along Notice Portion of such class of Company Securities (“Drag-Along Rights”) then held by every Employee Shareholder, and (ii) subject to and at the closing of the Drag-Along Sale, to exercise such number of options or warrants for such class of Company Securities held by every Employee Shareholder as is required in order that a sufficient number of such class of Company Securities are available to Transfer the relevant Drag-Along Portion of Company Securities of each Employee Shareholder, in each case for the same consideration per Share unit of the relevant class of Company Securities and otherwise on the same terms and conditions as the Drag-Along Rightholders Seller, provided that any Employee Shareholder that holds options or warrants the exercise price per share of which is greater than the per share price at which such class of Company Securities are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof (including subject to Section 4.01(b)) without any liability for payment of its pro rata share any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Company Securities acquired upon exercise of all costs associated with such transactionoptions or warrants, such options or warrants shall be deemed not to have been exercised or canceled, as applicable. The Drag-Along Seller shall provide notice of such Drag-Along Sale to the Employee Shareholders (a “Drag-Along Sale Notice”) not later than 10 days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the transferee, the number and class of Company Securities subject to the Drag-Along Sale, the type and amount (or value) of consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. The number of Company Securities to be sold by each Employee Shareholder shall be the Drag-Along Portion of the class of Company Securities that such Shareholder owns. Each Employee Shareholder shall be required to (iiv) otherwise take participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice, (w) to tender all necessary action in its capacity Company Securities as a stockholder set forth below, (x) waive dissenter’s and/or appraisal rights (if any) with respect to cause the consummation of such transactionDrag-Along Sale, including voting its Shares (y) vote or consent in favor of such transaction and not exercising (z) take any appraisal rights other necessary or appropriate action in connection therewithfurtherance of the foregoing. The obligations price payable in such Transfer shall be the Drag-Along Sale Price. Not later than 10 days after the date of the Drag-Along Sellers in respect Sale Notice (the “Drag-Along Sale Notice Period”), each of a transaction under this Section 3.1(g) are subject the Employee Shareholders shall deliver to the satisfaction representative of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration designated in the same form and amount per share of consideration paid to Drag-Along Rightholders Sale Notice the certificate and other applicable instruments representing the Company Securities of such Employee Shareholder to be included in such transaction or any other transaction related thereto (such as the Drag-Along Sale, together with a payment for consulting or management services or nonlimited power-compete payments); (ii) if any of-attorney authorizing the Drag-Along Seller is given an option as or such representative to Transfer such Company Securities on the terms set forth in the Drag-Along Notice and otherwise on the terms and conditions applicable to the form and amount of consideration to be received, each other Drag-Along Seller will be given or otherwise more advantageous to the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under than set forth in the terms Drag-Along Notice and wire transfer instructions for payment of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds cash portion of the consideration to be received by in such Drag-Along Seller in Sale, or, if such transactiondelivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.01(a) at the closing for such Drag-Along Sale against delivery to such Shareholder of the consideration therefor. If an Employee Shareholder should fail to deliver such certificates to the Drag-Along Seller, the Company (subject to reversal under Section 4.01(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.01(a) and that such Company Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

Drag-Along Rights. For so long as Heartland is entitled (a) Subject to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement3.5(g), in the event that one or more of the Heartland Entities (the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or 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 all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a 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 its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in 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 Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Initiating Drag-Along Seller shall be obligated under entitled to give, or direct the terms Company to give and if so directed by the Initiating Drag-Along Seller the Company shall so promptly give, written notice (a “Drag-Along Sale Notice”) to the New Class A Stockholders that such Initiating Drag-Along Seller or the Company has entered into one or a series of related transactions (including any agreement respecting merger or consolidation) involving the sale, transfer, exchange or conversion of a majority of the issued and outstanding shares of the DTI Common Stock to any transaction subject Person (other than the Company and its Subsidiaries, one or more Affiliates or Permitted Transferees of such Initiating Drag-Along Seller) (a “Drag-Along Sale”), and that such Initiating Drag-Along Seller is requiring the New Class A Stockholders (all New Class A Stockholders participating in a Drag-Along Sale pursuant to this Section 3.1(g3.5, the “Dragged-Along Sellers,” together with the Initiating Drag-Along Seller and all other Persons (other than any Affiliates of the Initiating Drag-Along Seller) who otherwise are transferring, have a contractual obligation to indemnify any person transfer, or have exercised a contractual or other right to transfer, DTI Securities in an amount greater than the proceeds to be received by connection with such Drag-Along Seller Sale, the “Drag-Along Sellers”) to participate, agree and take such actions reasonably necessary to sell in such transactionDrag-Along Sale, on the same price per share equivalent of DTI Common Stock, consideration, terms and conditions as the Initiating Drag-Along Seller and in the manner set forth in this Section 3.5, a number of DTI Securities held by such Dragged-Along Seller determined by multiplying (A) the number of DTI Securities held by such Dragged-Along Sellers at the time the Drag-Along Sale notice for such Drag-Along Sale is given, by (B) a fraction, expressed as a percentage, the numerator of which is the number of DTI Securities to be transferred by the Initiating Drag-Along Seller and its Permitted Transferees in such Drag-Along Sale and the denominator of which is the total number of DTI Securities held at such time by the Initiating Drag-Along Seller and its Permitted Transferees (such fraction, the “Drag-Along Sale Percentage”). The Drag-Along Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) days prior to each of the consummation of such Drag-Along Sale and the delivery of a Drag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration to be received for such DTI Securities, (iii) the identity of the other Person(s) party to the Drag-Along Sale, (iv) a detailed summary of all material terms and conditions of the proposed transfer, (v) the Drag-Along Sale Percentage, (vi) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not be less than fifteen (15) days after the delivery of such notice) and (vii) any action or actions required of the Dragged-Along Sellers in connection with the Drag-Along Sale. In the event that more than one MD Stockholder and/or more than one SLP Stockholder is the Initiating Drag-Along Seller, then all such transferring MD Stockholders and/or SLP Stockholders, as the case may be, shall be treated as the Initiating Drag-Along Seller, and the DTI Securities held and to be transferred by such MD Stockholders and/or SLP Stockholders, as the case may be, shall be aggregated as set forth in Section 6.15, including for purposes of calculating the applicable Drag-Along Sale Percentage. If the MD Stockholders and MSD Partners Stockholders are transferring some, but not all of their DTI Common Stock or vested in-the-money Company Stock Options in any Drag-Along Sale, each of the New Class A Stockholders shall be entitled to transfer the same proportion of the DTI Securities it holds as the proportion, in the aggregate, of the MD Stockholders’ and the MSD Partners Stockholders’ DTI Common Stock and vested in-the-money Company Stock Options being sold by the MD Stockholders and the MSD Partners Stockholders in such Drag-Along Sale, relative to the total number of all such DTI Securities held by the MD Stockholders and the MSD Partners Stockholders (with each vested in-the-money Company Stock Option counting as a share of DTI Common Stock for purposes of the foregoing calculation).

Drag-Along Rights. For so long as Heartland is entitled (a) Subject to the right to designate directors as set forth Section 4.03, if a Majority in Section 6.3 Interest of the Existing Stockholders Agreement, in the event that one or more Shareholders of the Heartland Entities a Company (the "“Drag-Along Rightholders"Seller”), proposes to Transfer Common Shares of such Company representing not less than a majority of the outstanding Fully-Diluted Common Shares of such Company to a Third Party (the “Drag-Along Transferee”) receive in a bona fide offer from sale (a Tag“Drag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the CompanySale”), 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 all (but not less than all) of their Shares in such sale (orSeller, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a sale by merger or asset sale) contemplated by if the Drag-Along Notice Sale is of Common Shares of MBOCo, may at their option require all other Shareholders of MBOCo and Holding, and if the Drag-Along Sale is of Common Shares of Holding, shall require all other Shareholders of Holding (i) to Transfer the Drag-Along Portion of the Securities (“Drag-Along Rights”) then held by every other Shareholder of such Company or Companies, as applicable, and (ii) to exercise such number of options for Securities held by every other Shareholder of such Company, or Companies, as applicable, as is required in order that a sufficient number of the Securities are available to Transfer the relevant Drag-Along Portion of Securities of each such other Shareholder (but subject to and at the closing of the Drag-Along Sale), in each case for the same consideration per Share and otherwise on the same terms and conditions as the Drag-Along Rightholders (including Seller, provided that any other Shareholder of such Company that holds options the exercise price per share of which is greater than the per share price at which the Securities are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in lieu of such exercise, submit an irrevocable cancellation thereof without any liability for payment of its pro rata share any exercise price with respect thereto. If the Drag-Along Sale is not consummated, any options exercised or cancelled in contemplation of all costs associated with such transactionDrag-Along Sale shall be deemed not to have been exercised or canceled, as applicable. The Drag-Along Seller shall provide notice of such Drag-Along Sale to the other Shareholders of such Company (a “Drag-Along Sale Notice”) not later than 15 Business Days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Transferee, the number of Securities subject to the Drag-Along Sale, the consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause the consummation of such transaction, including voting its Shares in favor of such transaction other material terms and not exercising any appraisal rights in connection therewith. The obligations conditions of the Drag-Along Sellers in respect Sale. The number of a transaction under this Section 3.1(g) are subject Securities to be sold by each other Shareholder of such Company shall be the satisfaction Drag-Along Portion of the following conditions: Securities that such other Shareholder owns. Each other Shareholder of the Company shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender all of such other Shareholder’s Securities as set forth below. The price payable in such Transfer shall be the Drag-Along Sale Price. Not later than 10 Business Days after the date of the Drag-Along Sale Notice (i) upon the consummation of any such transaction“Drag-Along Sale Notice Period”), each of such other Shareholders shall deliver to a representative of the Drag-Along Seller shall have the right to receive cash and/or other consideration designated in the same form and amount per share of consideration paid to Drag-Along Rightholders Sale Notice the certificates representing the Securities of such other Shareholder to be included in such transaction or any other transaction related thereto (such as the Drag-Along Sale, together with a payment for consulting or management services or nonlimited power-compete payments); (ii) if any of-attorney authorizing the Drag-Along Seller is given an option as or its representative to Transfer such Securities on the form terms set forth in the Drag-Along Notice and amount wire transfer or other instructions for payment or delivery of the consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person received in an amount greater than the proceeds to be received by such Drag-Along Seller in Sale, or, if such transactiondelivery is not permitted by applicable law, an unconditional agreement to deliver such Securities pursuant to this Section 4.02(a) at the closing for such Drag-Along Sale against delivery to such other Shareholder of the consideration therefor. If any other such Shareholder fails to deliver such certificates to the Drag-Along Seller, such Company (subject to reversal under Section 4.02(b)) shall cause the books and records of such Company to show that such Securities are bound by the provisions of this Section 4.02(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. For so long as Heartland is entitled (a) If at any time during the Term, any Clorox Partner enters into an agreement to the right to designate directors as set forth in Section 6.3 consummate a transaction constituting a direct or indirect sale of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities (the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by Glad Global Business (other than a Clorox Change of Control) (a “Third-Party Sale”), then upon the Heartland Entities or all or a substantial portion written demand of the Common Stock or consolidated assets of the CompanyClorox, 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 each P&G Partner will be required agree to sell all (its JV Interests, and the P&G Option if the Third-Party Sale is during the Option Exercise Period and the P&G Option is not yet exercised, and at a price equal to the Fair Market Value for such JV Interests, and upon the same other terms and conditions as to be given to the Clorox Partners, provided that in order to be entitled to exercise their rights in connection with a Third Party Sale, the P&G Partners must agree to give the same indemnities as the Clorox Partners agree to make in connection with the proposed sale, transfer or assignment, which obligations will be borne by the P&G Partners on a pro rata basis based on the relative Ordinary JV Interests of all JV Partners but not less than all) of their Shares in such sale (or, in the case of each P&G Partner will in no event exceed ten percent (10%) of the sale proceeds received by such P&G Partner.. Notwithstanding the foregoing, with respect to any a merger or asset saleThird-Party Sale that occurs prior to [* * *] anniversary of the Closing Date, vote as stockholders the purchase price to be paid to the P&G Partners in favor such Third-Party Sale for P&G’s initial Ordinary JV Interest of such sale)ten percent (10%) and Class C Interest will be an aggregate of no less than $140 million. Upon receipt With respect to the P&G Option if the P&G Option is unexercised but exercisable, the P&G Partners will receive from the proceeds otherwise payable to the Clorox Partners the amount by which the Fair Market Value of a Drag-Along Noticethe Ordinary JV Interest and Class A Interest subject to the P&G Option exceeds the Option Price. The purchase price payable to the P&G Partners for the P&G Option (if the P&G Option is unexercised, each Drag-Along Seller receiving such notice shall but exercisable) will therefore be obligated to the greater of (i) sell all of its Shares in the transaction (including a 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 its pro rata share of all costs associated with such transaction) zero and (ii) otherwise take all necessary action in its capacity as a stockholder an amount equal to cause (x) the consummation Fair Market Value of the Ordinary JV Interest and Class A Interest to be acquired by P&G upon exercise of the P&G Option minus (y) the then-applicable Option Price (and the amount of the purchase price payable to the Clorox Parties will be reduced by an equal amount). Upon completion of such transactionsale the P&G Option will terminate. Clorox agrees it will not enter into a Third-Party Sale, including voting its Shares in favor of such transaction and unless otherwise agreed by the P&G Partners, without obtaining an opinion from a nationally-recognized investment banking firm selected by Clorox, which investment banking firm is not exercising otherwise entitled to any appraisal rights financial advisor’s or similar fee in connection therewithwith the Third-Party Sale, [* * *]. The obligations of the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionTHE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

Drag-Along Rights. For so long as Heartland is entitled (a) Subject to this Section 4.02 and Section 4.03, if the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in the event that one or more of the Heartland Avista Entities (together, the "“Drag-Along Rightholders"Seller”) receive propose to Transfer not less than 50% of their collective Initial Ownership of any class of Company Securities to a Third Party (the “Drag-Along Transferee”) in a bona fide offer from sale (a Tag“Drag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the CompanySale”), the Drag-Along Rightholders Seller 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 at its option require all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to Management Shareholders (i) sell all of its Shares in the transaction (including a sale by merger or asset sale) contemplated by to Transfer the Drag-Along Notice Portion of such class of Company Securities (“Drag-Along Rights”) then held by every Management Shareholder, and (ii) subject to and at the closing of the Drag-Along Sale, to exercise such number of options or warrants for Shares held by every Management Shareholder as is required in order that a sufficient number of Shares are available to Transfer the relevant Drag-Along Portion of Company Securities of each Management Shareholder, in each case for the same consideration per Share unit of the relevant class of Company Securities and otherwise on the same terms and conditions as the Drag-Along Rightholders Seller, provided that any Management Shareholder that holds options or warrants the exercise price per share of which is greater than the per share price at which the Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof (including subject to Section 4.02(b)) without any liability for payment of its pro rata share any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Shares acquired upon exercise of all costs associated with such transactionoptions or warrants, such options or warrants shall be deemed not to have been exercised or canceled, as applicable. The Drag-Along Seller shall provide notice of such Drag-Along Sale to the Management Shareholders (a “Drag-Along Sale Notice”) not later than 10 days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the transferee, the number of Company Securities subject to the Drag-Along Sale, the type and amount (or value) of consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. The number of Company Securities to be sold by each Management Shareholder shall be the Drag-Along Portion of the class of Company Securities that such Shareholder owns. Each Management Shareholder shall be required to (iiv) otherwise take participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice, (w) to tender all necessary action in its capacity Company Securities as a stockholder set forth below, (x) waive dissenter’s and/or appraisal rights (if any) with respect to cause the consummation of such transactionDrag-Along Sale, including voting its Shares (y) vote or consent in favor of such transaction (to the extent a vote or consent is required) and not exercising (z) take any appraisal rights other necessary or appropriate action in connection therewithfurtherance of the foregoing. The obligations price payable in such Transfer shall be the Drag-Along Sale Price. Not later than 10 days after the date of the Drag-Along Sellers in respect Sale Notice (the “Drag-Along Sale Notice Period”), each of a transaction under this Section 3.1(g) are subject the Management Shareholders shall deliver to the satisfaction representative of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration designated in the same form and amount per share of consideration paid to Drag-Along Rightholders Sale Notice the certificate and other applicable instruments representing the Company Securities of such Mangement Shareholder to be included in such transaction or any other transaction related thereto (such as the Drag-Along Sale, together with a payment for consulting or management services or nonlimited power-compete payments); (ii) if any of-attorney authorizing the Drag-Along Seller is given an option as or such representative to Transfer such Company Securities on the terms set forth in the Drag-Along Notice and otherwise on the terms and conditions applicable to the form and amount of consideration to be received, each other Drag-Along Seller will be given or otherwise more advantageous to the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under than set forth in the terms Drag-Along Notice and wire transfer instructions for payment of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds cash portion of the consideration to be received by in such Drag-Along Seller in Sale, or, if such transactiondelivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.02(a) at the closing for such Drag-Along Sale against delivery to such Shareholder of the consideration therefor. If a Management Shareholder should fail to deliver such certificates to the Drag-Along Seller, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

Drag-Along Rights. For so long as Heartland is entitled Notwithstanding anything herein to the right contrary, but subject to designate directors as set forth in Section 6.3 5.6, if the holders of the Existing Stockholders Agreement, in the event that one ninety percent (90%) or more of the Heartland Entities (the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets voting power of the Company, voting together as a single class on an as converted basis (collectively, the “Drag-Along Rightholders may send written notice Shareholders”), approve a Transfer of all Shares held by them to a purchaser, or approve a proposed Trade Sale (the "each, a “Drag-Along Notice") to the Company and the other Stockholders (the "Sale”), then, in any such event, upon written notice from such Drag-Along Sellers"Shareholders requesting them to do so, each of the other shareholders of the Company (the “Dragged Shareholders”) notifying shall (i) vote, or give its written consent with respect to, all Shares held by them they will in favor of such proposed Drag-Along Sale and in opposition of any proposal that could reasonably be required expected to sell delay or impair the consummation of any such proposed Drag-Along Sale; (ii) transfer all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Sale to such purchaser; (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Drag-Along Seller receiving such notice Sale; and (iv) take all actions reasonably necessary to consummate the proposed Drag-Along Sale, including without limitation amending the then existing Restated Articles. All proceeds derived from a Dragged-Along Sale shall be obligated to (i) sell all distributed among the holders of its Preferred Shares and holders of Common Shares in accordance with the transaction (including a sale by merger or asset sale) contemplated by Restated Articles. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 4 of this Agreement shall not apply to any transfers made pursuant to this Section 5, provided that there shall be no Drag-Along Sale in the event that the Preferred Holders other than the Drag-Along Notice for Shareholders (the same consideration per Share and otherwise “Minority”) shall agree to purchase all Shares proposed to be sold on the same terms and conditions as the proposed Drag-Along Rightholders Sale within 10 Business Days after receipt by the Minority of the Drag Along Notice (including payment as defined below) (the “Minority Purchase Right”), in which case all proceeds derived from such sale shall be distributed among the holders of its pro rata share of all costs associated with such transactionPreferred Shares (other than the Minority exercising the Minority Purchase Right) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause the consummation holders of such transaction, including voting its Common Shares in favor of such transaction and not exercising any appraisal rights in connection therewithaccordance with the Restated Articles. The obligations of Minority Purchase Right shall be exercised by the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration Minority in the same form manner set forth in Sections 5.6 and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction5.7 below.

Drag-Along Rights. For so long If at any time prior to an Initial Public Offering, a Significant Stockholder Group with drag-along rights (any such Person or group of such Persons for purposes of this Section 2.5, the "Transferor") wishes to transfer all of the shares of Common Stock owned by it and its Affiliates (PROVIDED that such shares of Common Stock constitute more than 50% of all shares of Common Stock on a Fully Diluted Basis (as Heartland is entitled defined in the Warrants) at such time) in a bona fide sale to any Person (the "Proposed Transferee") pursuant to which the consideration to be paid by the Proposed Transferee consists solely of cash and freely tradeable securities with an active public market and the Transferor and its Affiliates will not receive, in connection with the transactions contemplated at the time of such transfer, any other securities or options to acquire securities of Avatech, then the Transferor shall have the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities (the "Drag-Along RightholdersRight") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase require each Warrant Securityholder to sell to the Proposed Transferee for the same per share consideration received by merger) all or substantially the Transferor all of the Conversion Shares and Warrants (calculated, in the case of any Warrants, on the number of Conversion Shares for which such Warrant is exercisable at such time) held by such Warrant Securityholder; PROVIDED that (a) such price per share is not less than the Heartland Entities Fair Market Value (as defined in the Warrants) of Avatech per share of outstanding Common Stock on a Fully Diluted Basis and (b) each Warrant Securityholder shall not be obligated to make any representation or all warranty, or a substantial portion incur any liability in connection with any such transfer, other than as to its ownership of the Common Stock Conversion Shares or consolidated assets of the Company, Warrants being transferred by it. To exercise the Drag-Along Rightholders may send Right, the Transferor shall first give to Avatech and each other Warrant Securityholder (pursuant to a list provided by Avatech) a written notice (the a "Drag-Along Notice") to executed by the Company Transferor and the Proposed Transferee and containing (a) the number of shares of Common Stock that the Proposed Transferee proposes to acquire from the Transferor and its Affiliates, and certifying that such shares constitute all of the shares of Common Stock owned by the Transferor and its Affiliates and more than 50% of the shares of Common Stock on a Fully Diluted Basis at such time, (b) the name and address of the Proposed Transferee, (c) the proposed purchase price (certifying that such price per share is not less than the Fair Market Value of outstanding Common Stock on a Fully Diluted Basis), terms of payment and other Stockholders material terms and conditions of the Proposal Transferee's offer, (d) a statement by the "Proposed Transferee that the Proposed Transferee (i) has been informed of the Drag-Along Sellers"Right provided for in this Section 2.5 and (ii) notifying them they will has agreed to purchase the Conversion Shares in accordance with the terms of this Section 2.5 and (e) the aggregate number of Conversion Shares or Warrants owned by each Warrant Securityholder with respect to which the Transferor wishes to exercise its Drag-Along Right pursuant to this Section 2.5. Each Warrant Securityholder shall thereafter be required obligated to sell all (but not less than all) of their to the Proposed Transferee the Warrants and Conversion Shares in subject to such sale (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated PROVIDED that the sale to (i) sell all the Proposed Transferee is consummated within 60 days of its Shares in the transaction (including a 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 its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in 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 delivery of the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to Notice. If the satisfaction of the following conditions: (i) upon the consummation of any sale is not consummated within such transaction60-day period, then each Drag-Along Seller affected Warrant Securityholder may sell, but shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall longer be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) sell, such Warrant Securityholder's Warrants or Conversion Shares pursuant to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionNotice. The provisions of this Section 2.5 shall not apply to transfers between the Transferor and any of its Affiliates or between any of its Affiliates.

Drag-Along Rights. For so long as Heartland is entitled to (i) During any period between the right to designate directors as set forth in Section 6.3 expiration of the Existing Stockholders AgreementRestricted 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 consolidation or otherwise, comprise 80% or more of Common Shares beneficially owned by Apollo’s Ultimate Parent Entity and its Controlled Affiliates, and at least a majority of the Class A Shares outstanding (a “Drag-Along Transaction”), then, in the event that one or more of the Heartland Entities a Holder (the "“Dragged Holder”) was not entitled to a Right of First Offer or has not timely submitted its Proposed Offer, or any such Proposed Offer has been rejected in compliance with this Agreement, Apollo shall have the right (the “Drag-Along Rightholders"Right”) receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Companyrequire such Dragged Holder to Transfer, in the Drag-Along Rightholders may send Transaction, the number of Common Shares beneficially owned by such Dragged Holder multiplied by the Drag-Along Percentage (rounded down to the nearest whole share). In order to exercise its Drag-Along Right, Apollo shall deliver written notice of such Drag-Along Transaction (the "“Drag-Along Notice"”) to the Company and each Dragged Holder within 150 days after the other Stockholders (date of the "ROFO Notice. Such Drag-Along Sellers") notifying them they will Notice shall disclose in reasonable detail the number of Common Shares to be required subject to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Notice for Transaction (the same consideration per Share and otherwise on “Drag-Along Shares”), the same proposed price, the other proposed terms and conditions as of the proposed Drag-Along Rightholders Transaction (including payment copies of its pro rata share of all costs associated with such transactionthe definitive agreements relating thereto) and (ii) otherwise take all necessary action in 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 identity of the prospective purchaser. For the avoidance of doubt, the terms and conditions of the proposed Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to Transaction (including the satisfaction of the following conditions: (i) upon the consummation terms and conditions of any such transactionstockholder, each Drag-Along Seller shall have voting or other ongoing arrangement between the right to receive cash and/or other consideration in Transferring Holder and the prospective purchaser) must be the same form for the Transferring Holder and amount the Dragged Holder including, without limitation, the same per share of consideration paid to Drag-Along Rightholders in such transaction or Common Share purchase price, but excluding any other transaction related thereto (such payments under the Consulting Agreements made as a payment for consulting or management services or non-compete payments); (ii) if result of any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller Transaction which will be given the same option with respect to its applicable pro rata share; and (iiigoverned by Section 8(h) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionhereof.

Drag-Along Rights. For so long as Heartland is entitled to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in In the event that one or more at any time following the date of this Agreement, the Heartland Entities Preferred Majority (collectively, the "“Drag-Along Rightholders"Shareholders”) receive approve a bona fide offer from transaction that qualifies as a TagLiquidation Event (as defined in the Restated Articles) (each such transaction, a “Drag-Along Third Party Purchaser to purchase (including a purchase by mergerSale”) all or substantially all and the valuation of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Company, Company immediately prior to the Drag-Along Rightholders may send Sale reaches US$2,500,000,000 or more in the contemplated Drag- Along Sale, then, upon written notice (the "from such Drag-Along Notice") Shareholders requesting them to do so, each of the other shareholders of the Company and the other Stockholders (the "Drag-Along Sellers"“Dragged Shareholders”) notifying shall (i) vote, or give its written consent with respect to, all the Equity Securities held by them they will be required to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a proposed Drag-Along Notice, each Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Drag-Along Seller receiving such notice shall be obligated to Sale; (iii) sell sell, transfer, and/or exchange, as the case may be, all of its Shares Equity Securities in the transaction (including a sale by merger or asset sale) contemplated by the such Drag-Along Notice for Sale to such purchaser (the same consideration per Share and otherwise “Potential Purchaser”) on the same terms and conditions as were agreed by the Drag-Along Rightholders Shareholders; (including payment iii) refrain from exercising any dissenters’ rights or rights of its pro rata share of all costs associated appraisal under applicable law at any time with respect to or in connection with such transaction) proposed Drag-Along Sale; and (iiiv) otherwise take all actions reasonably necessary action in its capacity as a stockholder to cause consummate the consummation of such transactionproposed Drag-Along Sale, including voting without limitation amending the then existing Restated Articles. If any Dragged Shareholder does not elect to vote, or give its Shares in favor written consent with respect to such proposed Drag-Along Sale, such Dragged Shareholder shall be obliged to purchase all the shares held by the Drag-Along Shareholders at the price and terms offered by the Potential Purchaser. In such event, the Dragged Shareholders who do not wish to sell their shares shall make a matching offer to purchase from all other relevant shareholders the shares proposed to be sold by any other such shareholders on no less favorable terms than the bona fide offer made by the Potential Purchaser within thirty (30) Business Days of such transaction and not exercising any appraisal rights in connection therewith. The obligations the issuance of the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: Notice (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along Rightholders in such transaction or any other transaction related thereto (such as a payment for consulting or management services or non-compete paymentsdefined below); (ii) if any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction.

Drag-Along Rights. For so long as Heartland is entitled to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement6.3, in the event that one or more of the Heartland Entities (the "DragDRAG-Along RightholdersALONG RIGHTHOLDERS") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities Investor Stockholders or all or a substantial portion of the Common Stock or consolidated assets of the Company, the Drag-Along Rightholders may send written notice (the "DragDRAG-Along NoticeALONG NOTICE") to the Company and the other Stockholders (the "DragDRAG-Along SellersALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Notice for the same consideration per Share share and otherwise on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) ); if, but only if, the Drag-Along Seller shall receive cash and/or other freely tradable consideration having a fair market value of at least $11 per Share, adjusted for stock splits, stock dividends, reclassifications and other recapitalizations and (ii) otherwise take all necessary action in 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 Drag-Along Sellers in respect of a transaction Transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transactionthe Transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration having a fair market value of at least $11 per Share (adjusted for stock splits, stock dividends, reclassifications and recapitalizations) in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata sharePro Rata Share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction.

Drag-Along Rights. For so long as Heartland is entitled (a) Subject to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement4.5(h), in the event that one or more of the Heartland Entities (the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or 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 all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a 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 its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in 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 Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Initiating Drag-Along Seller shall be obligated under entitled to give, or direct the terms of any agreement respecting any transaction subject Company to give and the Company shall so promptly give, written notice (a “Drag-Along Sale Notice”) to the other Stockholders that such Initiating Drag-Along Seller or the Company has entered into a Qualified Sale Transaction (a “Drag-Along Sale”), and that such Initiating Drag-Along Seller is requiring the other Stockholders (all Stockholders participating in a Drag-Along Sale pursuant to this Section 3.1(g4.5, the “Dragged-Along Sellers,” and together with the Initiating Drag-Along Seller and all other Persons (other than any Affiliates of the Initiating Drag-Along Seller) who otherwise are transferring, have a contractual obligation to indemnify any person transfer, or have exercised a contractual or other right to transfer, DHI Securities in an amount greater than the proceeds to be received by connection with such Drag-Along Seller Sale, the “Drag-Along Sellers”) to participate, agree and take such actions reasonably necessary to sell in such transactionDrag-Along Sale, on the same price per share equivalent of DHI Common Stock, consideration, terms and conditions as the Initiating Drag-Along Seller and in the manner set forth in this Section 4.5, a number of DHI Securities held by such Dragged-Along Seller determined by multiplying (A) the number of DHI Securities held by such Dragged-Along Seller at the time the Drag-Along Sale Notice for such Drag-Along Sale is given by (B) a fraction, expressed as a percentage, the numerator of which is the number of DHI Securities to be transferred by the Initiating Drag-Along Seller and its Permitted Transferees in such Drag-Along Sale and the denominator of which is the total number of DHI Securities held at such time by the Initiating Drag-Along Seller and its Permitted Transferees (such fraction, the “Drag-Along Sale Percentage”), subject to adjustment pursuant to the Drag-Along Sale Priority as contemplated in Section 4.5(c). The Drag-Along Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) days prior to each of the consummation of such Drag-Along Sale and the delivery of a Drag-Along Sale Notice setting forth (i) the number and type of each class of DHI Securities proposed to be transferred, (ii) the consideration to be received for such DHI Securities, including any Additional Consideration received, (iii) the identity of the other Person(s) party to the Drag-Along Sale, (iv) a detailed summary of all material terms and conditions of the proposed transfer, (v) the Drag-Along Sale Percentage, (vi) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not be less than fifteen (15) days after the delivery of such notice) and (vii) any action or actions required of the Dragged-Along Sellers in connection with the Drag-Along Sale. In the event that any MD Related Party directly or indirectly receives any Additional Consideration in connection with any Drag-Along Sale, the value of such Additional Consideration (as reasonably determined by the Board, subject to the consent of the SLP Stockholders, not to be unreasonably withheld, conditioned or delayed) shall be deemed to have been part of the consideration paid or payable to the MD Stockholders in respect of their DHI Securities in such Drag-Along Sale transaction and shall be reflected in the amount offered by the proposed transferee set forth in the applicable Drag-Along Sale Notice. In the event that more than one MD Stockholder and/or more than one SLP Stockholder is the Initiating Drag-Along Seller, then all such transferring MD Stockholders and/or SLP Stockholders, as the case may be, shall be treated as the Initiating Drag-Along Seller, and the DHI Securities held and to be transferred by such MD Stockholders and/or SLP Stockholders, as the case may be, shall be aggregated as set forth in Section 9.16, including for purposes of calculating the applicable Drag-Along Sale Percentage. Notwithstanding anything in this Section 4.5 to the contrary, but subject to Section 4.5(c), if the MD Stockholders and the MSD Partners Stockholders are transferring some, but not all of their DHI Securities or vested in-the-money Company Stock Options in any Drag-Along Sale, each of the other Stockholders shall be entitled to transfer the same proportion of DHI Common Stock held by it as the proportion, in the aggregate, of the MD Stockholders’ and the MSD Partners Stockholders’ DHI Securities and vested in-the-money Company Stock Options (relative to the MD Stockholders’ and the MSD Partners Stockholders’ total number of such DHI Securities) that are being sold by the MD Stockholders and the MSD Partners Stockholders in such Drag-Along Sale. For the avoidance of doubt, no DHI Securities that are subject to any vesting or similar condition may be transferred prior to such time as such DHI Securities have fully vested; provided, that it is understood that if such DHI Securities vest in connection with such Drag-Along Sale, such DHI Securities shall be required to be transferred in connection therewith in accordance with this Section 4.5.

Drag-Along Rights. For so long as Heartland is entitled to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in In the event that one or more of the Heartland Entities a Triarc Affiliated Party (the "DragDRAG-Along RightholdersALONG RIGHTHOLDER") receive desires to Transfer to a bona fide offer from a Tag-Along Third Party Purchaser to purchase Purchaser, all or a portion of its Membership Interests (including pursuant to a purchase by merger) , consolidation or business combination or a sale of all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the CompanyCompany and its Subsidiaries, taken as a whole), in a transaction that would result in a Third Party Purchaser having at least 80% of the Drag-Along Rightholder's Membership Interests after giving effect to the transaction, the Drag-Along Rightholders Rightholder may send written notice (the "DragDRAG-Along NoticeALONG NOTICE") to the Company and the Members other Stockholders than the Triarc Affiliated Parties (the each a "DragDRAG-Along SellersALONG SELLER") notifying them they will be required to sell all (but not less than all) Transfer the same percentage of their Shares in such sale Membership Interests held by the Drag-Along Sellers as is equal to the percentage of the Membership Interests of the Drag-Along Seller being Transferred to the Third Party Purchaser (the "DRAG-ALONG MEMBERSHIP INTERESTS") (or, in the case of a merger merger, consolidation, business combination or an asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (ia) sell Transfer all of its Shares in the transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Notice for the same consideration per Share and otherwise Membership Interests in such transaction on the same terms and conditions (other than price, to the extent provided below) as the Drag-Along Rightholders Sellers (including payment of its pro rata PRO RATA share of all reasonable costs associated with such transaction, to the extent such costs are incurred for the benefit of the Drag-Along Rightholder and the Drag-Along Seller participating in the Transfer) and (iib) otherwise take all necessary action in its capacity as a stockholder under this Agreement to cause the consummation of such transaction, including voting its Shares Membership Interests in favor of such transaction and not exercising any appraisal rights in connection therewith. The obligations If a Transfer of Membership Interests by the Drag-Along Rightholder and the participating Drag-Along Sellers is not completed during the 120-day period immediately following the date of the Drag-Along Sellers Notice, the Drag-Along Rightholder must deliver new Drag-Along Notices in respect of a transaction under accordance with this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each 9.8. Each Drag-Along Seller further agrees to execute and deliver such definitive documentation and take such other actions in connection with such Transfer as shall have be reasonably requested by the right to receive cash and/or other consideration in Third Party Purchaser and that are being executed and performed by the same form and amount per share of consideration paid to Drag-Along 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 any Rightholder. The aggregate consideration received by the Drag-Along Seller is given an option as to Rightholder and its Affiliates and the form and amount of consideration to be received, each other Drag-Along Seller will Sellers shall be given allocated among them in accordance with Section 9.13. Notwithstanding the same option foregoing, if the Sachs Affiliated Parties validly deliver a Put Option Notice exercising their Put Option with respect to its applicable pro rata share; and (iii100% of their Membership Interests held by them at such time pursuant to Section 9.11(e)(iv) in respect thereof, then no Drag-Along Seller shall be obligated under the terms Rightholder may exercise any of any agreement respecting any transaction subject its rights pursuant to this Section 3.1(g) 9.8 until the applicable Put Right Price has been determined in accordance with this Agreement (and the 120-day period referred to indemnify any person in an amount greater than above shall be "tolled" pending such determination), and no Transfer by the proceeds to be received by such Drag-Along Seller in such transactionRightholder may be completed until Triarc shall have satisfied its obligations under Section 9.11.

Drag-Along Rights. For so long as Heartland is entitled to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in the event that (a) If one or more Class A Members (each such Class A Member in its capacity as such, the “Dragging Member”) and its or their respective Affiliates hold a Class A Equity Percentage Interest of at least eighty percent (80%) and the Dragging Members desire to sell all of the Heartland Entities Class A Units held by such Dragging Members and their respective Affiliates pursuant to a sale to a Third Party that is not an Affiliate of any such Dragging Member (the "a “Drag-Along Rightholders"Transferee”), such Dragging Member may require each other Member (each, a “Required Seller”) receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially sell all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of their Membership Interests in the Company, the Drag-Along Rightholders may send written notice subject to reasonable allowances (the "Drag-Along Notice") applied Pro Rata to the Company Dragging Members and each Required Seller based on the other Stockholders (relative Equity Percentage Interests of the "DragDragging Members and each Required Seller) for the “roll-Along Sellers") notifying them they will be over” of equity required to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Notice for Transferee, in a bona fide arm’s length transaction or series of transactions, including pursuant to a merger, equity purchase, tender offer, business combination, asset sale contemplated by Section 9.4(d) or otherwise (such transaction or series of related transactions, a “Drag Sale”) at the same consideration per Share purchase price and otherwise on upon the same terms and conditions as set forth in the Drag-Along Rightholders Notice (including payment or Amended Drag-Along Notice) described below; provided, that, notwithstanding the foregoing provisions with respect to allowances for the “roll-over” of equity required by the Drag-Along Transferee, each Required Seller may, in its sole discretion, require that 100% of its pro rata share of all costs associated Membership Interests be sold in connection with such transaction) and (ii) otherwise take all necessary action in its capacity as any Drag Sale. In connection with a stockholder Drag Sale, the Dragging Members may also require each Required Seller to cause the consummation of such transaction, including voting its Shares vote in favor of such transaction Drag Sale or act by written consent approving the same with respect to all Membership Interests owned by such Required Seller, as necessary or desirable to approve and not exercising any appraisal rights in connection therewithconsummate the Drag Sale. The obligations of the Drag-Along Sellers in respect consummation of a transaction under this Section 3.1(g) are Drag Sale by any Dragging Members shall be subject to the satisfaction sole discretion of the following conditions: (i) upon the consummation of any such transactionDragging Members, each Drag-Along Seller who shall have the right to receive cash and/or no liability or obligation whatsoever (other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option than compliance with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g9.4) to indemnify any person Required Sellers participating therein in an amount greater than the proceeds to be received by connection with such Drag-Along Seller in such transactionRequired Sellers’ Disposition of Membership Interests.

Drag-Along Rights. For so long as Heartland is entitled (a) Prior to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreementa Liquidity Transaction, in the event that a SAFE Sale or GL Business Sale is consummated or one or more definitive transaction agreements are entered into providing for a SAFE Sale or GL Business Sale, in each case, on Arms-Lengths Terms and not with an Affiliate of the Heartland Entities SAFE, then SAFE may, in its sole discretion, notify each other Member (the "each, a “Drag-Along Rightholders"Member”) receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase in writing that SAFE (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Company, the Drag-Along Rightholders may send written notice (the "Drag-Along Notice"designee) to the Company and the other Stockholders (the "Drag-Along Sellers") notifying them they will be required to sell acquire all (but and not less than all) of their Shares in such sale Member’s Units (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a “Drag-Along NoticeTransaction”). If SAFE delivers such notice: (i) to the extent any vote or consent to such Drag-Along Transaction is required, each Drag-Along Seller receiving Member shall consent or vote for such notice Drag- Along Transaction and shall waive any claims related thereto, including any dissenter’s rights, appraisal rights or similar rights which such Drag-Along Member may have in connection therewith, (ii) no Drag- Along Member shall raise any objections to the proposed Drag-Along Transaction, (iii) each Drag- Along Member shall agree to sell all of its Units on the terms and conditions as set forth in such notice, subject to any rollover by Company Personnel of their Units as may be requested by the transferee, (iv) each Drag-Along Member shall execute all documents reasonably required to effectuate such Drag-Along Transaction, as determined by SAFE (including consenting to amendments to this Agreement), (v) each Drag-Along Member shall be obligated to provide the same covenants, agreements, indemnities (i) sell all on a pro rata basis in accordance with their Drag-Along Pro Rata Share, provided that no indemnification obligation of any Drag-Along Member shall exceed the consideration received by such Drag-Along Member for the sale of its Shares Units in the transaction such Drag-Along Transaction), (including a sale by merger vi) no Drag- Along Member shall be required to make any representation or asset salewarranty other than customary representations and warranties with respect to (A) contemplated by such Drag-Along Member’s existence and power and authority to consummate the Drag-Along Notice Transaction, (B) such Drag-Along Member’s ownership of its respective Units and ability to freely convey such Units without liens or encumbrances (other than by reason of this Agreement), (C) non-contravention of such Drag-Along Member’s charter, bylaws or other organizational documents and non-contravention of laws and/or judgments by such Drag- Along Member, (D) the enforceable nature of such Drag-Along Member’s obligations under the documents for the same consideration per Share and otherwise on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) Transaction to which it is a party, subject to customary exceptions and (iiE) otherwise that such Drag-Along Member has not retained any Person that would be entitled to any broker’s or finder’s fees in connection with the Drag-Along Transaction, (vii) no Drag-Along Member should be liable for any representation, warranty, covenant or agreement made by another Drag-Along Member and (viii) each Drag-Along Member shall take all other actions reasonably necessary action in its capacity or desirable, as a stockholder determined by the Managing Member, 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 Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to Transaction on the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each terms proposed by SAFE. No Drag-Along Seller Member shall have the right be required to receive cash and/or other consideration in the same form and amount per share of consideration paid agree to any non- competition, non-solicitation or similar restrictive covenant. As used herein, “Drag-Along Rightholders in such transaction or any other transaction related thereto (such as Pro Rata Share” of a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is given an option as to Member means the form and amount number of consideration to be received, each other Drag-Along Seller will be given Units derived by dividing (x) the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms total number of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received Units then held by such Drag-Along Seller Member, by (y) the total number of Units to be sold by all Drag- Along Members in such transactionthe Drag-Along Transaction.

Drag-Along Rights. For so long as Heartland is entitled to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in In the event that one or more a majority of the Heartland Entities Board of Directors and (i) at least a majority of the "then outstanding shares of the voting capital stock of the Company, voting together as a single class on an as-converted to Common Stock basis, and (ii) at least a majority of the then outstanding shares of Preferred Stock, voting together as a single class on an as-converted to Common Stock basis (all such holders listed in clauses (i) and (ii) above, the “Drag-Along Rightholders"Sellers”) receive approve a bona fide offer from a Tag-Along Third Party Purchaser to purchase merger, consolidation or acquisition of the Company (including a purchase by merger) without limitation any tender offer, stock sale, stock exchange or other business combination), or sale, exclusive license or lease of all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated Company’s assets of the Company, the Drag-Along Rightholders may send written notice (the "Drag-Along Notice"an “Asset Transfer”) 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 in such sale (or, in the case of a merger purchaser or asset sale, vote as stockholders 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 transaction (including a 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 its pro rata share of all costs associated purchasers unaffiliated with such transaction) and (ii) otherwise take all necessary action in 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 Drag-Along Sellers in respect a single transaction or a series of transactions (each such transaction, a “Drag-Along Sale”), each Investor and Key Holder shall consent to, vote for and raise no objections to such Drag-Along Sale, and (A) if such Drag-Along Sale is structured as a merger or consolidation of the Company, or is an Asset Transfer, each Investor and Key Holder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or Asset Transfer, or (B) if such Drag-Along Sale is structured as a sale of the stock of the Company, each Investor and Key Holder shall agree to sell all of the outstanding securities of the Company held by such holder on the terms and conditions approved by the Drag-Along Sellers; provided, in any case, that the terms of any such Drag-Along Sale do not provide that an Investor would receive less than the amount that would be distributed to such Investor in the event the proceeds from the Drag- Along Sale were distributed in accordance with the Certificate of Incorporation of the Company, as in effect at the time of such Drag-Along Sale without giving effect to any waiver or agreement not to treat such Drag-Along Sale as a “Deemed Liquidation Event” under the Certificate of Incorporation (unless such waiver or agreement is signed by such Investor); provided, further, that any waiver, amendment, alteration, or repeal of any provision of the Certificate of Incorporation of the Company (including any filing of a transaction under this Section 3.1(gCertificate of Designation) are subject after the date hereof, whether by means of an amendment to the satisfaction Certificate of Incorporation of the following conditions: (i) upon Company, by merger, consolidation or other business combination, that adversely alters or affects the rights, preferences, privileges, or restrictions of any series of Preferred Stock in a manner materially different from any other series of Preferred Stock shall have been approved by at least a majority of such series of Preferred Stock adversely and differently affected. Creation of a new class or series of stock, without changing the rights, preferences, privileges or restrictions of an existing class or series of stock as set forth in the Certificate of Incorporation of the Company, as amended, shall not be deemed to adversely alter or affect the rights, preferences, privileges, or restrictions of any such existing class or series of stock. Subject to the provisos above, the Key Holders and Investors shall each take all reasonably necessary and appropriate actions approved by the Drag-Along Sellers in connection with the consummation of any such transaction, each Drag-Along Seller shall have Sale, including the right execution of such agreements and such instruments and other actions reasonably necessary to receive cash and/or other consideration in the same form and amount per share of consideration paid to effectuate such Drag-Along Rightholders Sale; provided, however, that in no event shall the obligations to be undertaken by any Key Holder or Investor, as the case may be, in connection with such transaction or any other transaction related thereto (such as a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is given an option Sale (by way of representations, warranties, indemnities or otherwise) be, without the written consent of such Key Holder or Investor, as to the form and case may be, materially different, in any manner not based ratably on the amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the net proceeds to be received by such party in connection with such Drag-Along Seller in such transactionSale, from those to be so undertaken by any other Key Holder or Investor.

Drag-Along Rights. For so long as Heartland is entitled (a) Prior to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreementa Qualified Initial Public Offering, in the event that one or more Stockholders collectively holding greater than sixty percent (60%) of the Heartland Entities then-issued and outstanding Shares (the "“Drag-Along Rightholders"”) receive determine to cause a bona fide offer from sale, in one transaction or a Tagseries of related transactions of (i) greater than a majority of the then-Along Third Party Purchaser to purchase issued and outstanding Shares or (including a purchase by mergerii) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the CompanyCompany and its Subsidiaries, taken as a whole, in each case to any Third Party Purchaser (in each case, other than to an Affiliate or Related Fund of such Drag-Along Rightholders), 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 (i) or (ii), a “Sale Transaction”), the Drag-Along Rightholders may (but shall be under no obligation to) send written notice (the "“Drag-Along Notice"”) to the Company and the other Stockholders (the "each, a “Drag-Along Sellers"Seller”) no later than twenty (20) Business Days prior to the consummation of the Sale Transaction notifying them of such proposed Sale Transaction and that they will be required to sell all (but not less than all) of their Shares in such sale Sale Transaction (or, in the case of an asset sale or any other transaction such as a merger or asset salewhich requires a vote of the Stockholders, vote as stockholders 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 transaction Sale Transaction (including a sale by merger or asset salemerger) contemplated by the Drag-Along Notice for in an amount equal to that percentage of the same consideration per Share and otherwise Shares being sold by the Drag-Along Rightholders determined by dividing (A) the total number of Shares being sold by the Drag-Along Rightholders in such Sale Transaction by (B) the total number of Shares owned by the Drag-Along Rightholders as of the date of the Drag-Along Notice on the same terms and conditions as the Drag-Along Rightholders Sellers (including payment of its pro rata share of all costs associated with such transactiontransaction other than costs incurred for the benefit of a particular Stockholder) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause the consummation of such transaction, including voting all of its Shares in favor of such transaction Sale Transaction and not exercising any appraisal or dissenters rights in connection therewith. The obligations Each Drag-Along Seller further agrees to (A) take all actions (including executing documents) in connection with the consummation of the proposed Sale Transaction as may reasonably be requested of it by the Drag-Along Sellers in respect of a transaction under this Section 3.1(gRightholders and (B) are subject to appoint the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right Rightholders, or one of them, as its attorney-in-fact to receive cash and/or other consideration in do the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to on its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionbehalf.

Drag-Along Rights. For so long as Heartland is entitled to the right to designate directors as set forth in Section 6.3 (a) If any member of the Existing Stockholders Agreement, in Invus Group obtains from the event that one Company or more of the Heartland Entities a Person who is not an Invus Affiliate (the "Drag-Along Rightholders"Company or such Person, each, a “Drag Offeror”) receive a bona fide offer from a Tag-Along Third Party Purchaser (an “Initial Drag Offer”) to purchase (including a purchase by merger) all any or substantially all of the Shares shares of Capital Stock (such Capital Stock being sold by the Invus Group, the “Seller’s Stock”) held by a member of the Invus Group (each such member, a “Seller”), and such Seller wishes to accept the Initial Drag Offer, the Seller may obtain from the Drag Offeror a bona fide offer (the “Drag Along Offer”) addressed to the Carried Stockholder(s) to purchase a pro rata portion of the shares of Capital Stock held by the Heartland Entities or all or a substantial portion Carried Stockholder(s) (the “Carried Stock”) determined by multiplying the amount of the Common Capital Stock or consolidated assets held by the Carried Stockholder(s) by a fraction the numerator of which is the number of shares of the CompanySeller’s Stock and the denominator of which is the total number of shares of Capital Stock held by the Invus Group (rounded down to the nearest full share). If the Seller agrees to make a Drag Along Offer, the Drag-Along Rightholders may send written Seller shall deliver to the Carried Stockholder(s) a notice (the "Drag-“Drag Along Notice"”) to setting forth the Company principal terms and conditions of the other Stockholders (the "Drag-Along Sellers") notifying them they will be required to sell all (but not less than all) of their Shares in such sale (orproposed Transfer, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to including (i) sell all the number of its Shares shares of the Seller’s Stock; (ii) the name and address of the Seller; and (iii) the proposed price (or the formula pursuant to which the purchase price will be determined) and payment terms for said Seller’s Stock, including, if such payment is in a form other than cash or cash equivalent, a good faith estimate of such property’s fair market value. The purchase of the transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Notice for the same consideration per Share and otherwise Carried Stock shall be on the same terms and conditions as contained in the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause the consummation of such transactionInitial Drag Offer, including voting its Shares in favor of such transaction and not exercising any appraisal rights in connection therewith. The obligations of the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in at the same form and amount price per share of consideration paid Capital Stock offered to Drag-Along 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 any Drag-Along Seller is given the Seller. If an option as to the form and amount of consideration to be receivedreceived is given by the Drag Offeror, each other Drag-Along the Seller and the Carried Stockholder(s) will be given the same option with respect other than to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received extent prohibited by such Drag-Along Seller in such transactionlaw.

Drag-Along Rights. For so long as Heartland is entitled (a) If the holders of at least a majority of the Series A Preferred then issued and outstanding (the “Drag Along Investors”) desire to sell their shares of Preferred Stock (or the right shares of Common Stock into which such shares of Preferred Stock have been converted) pursuant to designate directors as a Bona Fide Sale approved by the Board where all Stockholders will receive the same form and rate of consideration after giving effect to any applicable liquidation or other preferences set forth in Section 6.3 the Certificate of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities (the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets Incorporation of the Company, then the Drag-Drag Along Rightholders may send Investors shall furnish a written notice (the "Drag-Along Notice") to the Company and each of the other Stockholders (the "Drag-“Drag Along Sellers"Notice”), which notice shall set forth, in reasonable detail, the principal terms of the Bona Fide Sale. Each Stockholder hereby agrees that if the Drag Along Investors desire to consummate a sale pursuant to a Bona Fide Sale and (i) notifying them they will the Bona Fide Sale involves the sale of at least a majority of the issued and outstanding shares of capital stock of the Company, each Stockholder shall be required to sell all (but not less than all) the same percentage of their Shares in such sale (or, in the case shares of a merger capital stock of the Company held by him or asset sale, vote it as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall proposed to be obligated to (i) sell all of its Shares in the transaction (including a sale by merger or asset sale) contemplated sold by the Drag-Drag Along Notice for Investors pursuant to the same consideration per Share and otherwise Bona Fide Sale on the same terms and conditions as set forth in the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and Bona Fide Sale; or (ii) otherwise take the Bona Fide Sale involves the merger, recapitalization, consolidation or sale or exclusive license of all necessary action in its capacity as a stockholder or substantially all of the assets of the Company, each Stockholder hereby agrees to cause vote all of the consummation shares of such transaction, including voting its Shares capital stock of the Company held by him or it in favor of, and to consent to, such Bona Fide Sale. Notwithstanding the foregoing, no Investor or Stockholder shall be required as part of such transaction a Bona Fide Sale to become subject to a hold-back, indemnity or similar provision which involves (x) joint and not exercising any appraisal rights several liability or (y) possible recourse in connection therewith. The obligations excess of the Drag-Along Sellers in respect shares of a transaction under this Section 3.1(g) are subject to the satisfaction capital stock of the following conditions: (i) upon the consummation of any Company held by such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along Rightholders in such transaction Investor or any other transaction related thereto (such as a payment for consulting Stockholder or management services or non-compete payments); (ii) if any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds received or to be received by such Drag-Along Seller Investor or Stockholder in such transaction.Bona Fide Sale. For purposes of this Section 3.6, “

Drag-Along Rights. For so long as Heartland is entitled (a) Subject to Section 4.03, if at any time the right to designate directors as set forth in Section 6.3 of Sponsors constituting the Existing Stockholders AgreementSponsor Majority (collectively, in the event that one or more of the Heartland Entities (the "“Drag-Along Rightholders"Seller”) receive propose to Transfer all but not less than all of their Group Equity Securities (a bona fide offer from a Tag“Drag-Along Sale”) to any Third Party Purchaser to purchase or Third Parties (including the “Drag-Along Transferee”) in a purchase by merger) all single transaction or substantially all in a series of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Companyrelated transactions, the Drag-Along Rightholders Seller may send written notice (the "Drag-Along Notice") at its option require each Management Shareholder, and each Management Shareholder hereby agrees, if such Transfer is structured as a Transfer of Group Equity Securities, to the Company and the other Stockholders (the "Drag-Along Sellers") notifying them they will be required to sell Transfer all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a sale Group Equity Securities then held by merger or asset sale) contemplated by the Drag-Along Notice for the same consideration per Share and otherwise such Management Shareholder on the same terms and conditions as are applicable to the Drag-Along Rightholders (Seller, including payment the same per share consideration with respect to a specific class of its pro rata Group Equity Securities; provided, that, the terms of such Drag-Along Sale may provide different per share consideration for different classes of all costs associated with such transaction) Group Equity Securities. All Management Shareholders shall cooperate in, and (ii) otherwise shall take all actions that the Drag-Along Seller deems reasonably necessary action or desirable to consummate the Drag-Along Sale, including, without limitation, (i) voting their respective Group Equity Securities (or executing and delivering any written consents in its capacity as a stockholder to cause the consummation of such transaction, including voting its Shares lieu thereof) in favor of such transaction and not exercising any appraisal rights in connection therewith. The obligations of the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to Sale and all actions deemed necessary or appropriate by the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller in connection with the Drag-Along Sale, including voting to approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or a sale of all or substantially all of the assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (ii) to the extent permitted by applicable law, not exercising any dissenters’ or appraisal rights to which they may be entitled in connection with the Drag-Along Sale, and (iii) subject to Section 4.03(b), entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller. Each Management Shareholder hereby grants to each Sponsor that is part of the Drag-Along Seller, an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Management Shareholder’s Group Equity Securities in accordance with such Management Shareholder’s agreements in this Section 4.03 and a power of attorney to execute and deliver in the name and on behalf of such Management Shareholder all such agreements, instruments and other documentation (including any written consents of shareholders) as is required to Transfer the Group Equity Securities held by such Management Shareholder to the Drag-Along Transferee. Notwithstanding the foregoing, the Drag-Along Seller may cause a Drag-Along Sale pursuant to this Section 4.02(a) in a Transfer for less than all of the outstanding Group Equity Securities; provided, that such retained shares do not exceed 20% of the issued and outstanding Group Equity Securities and; provided, further that all Management Shareholders shall have the right to receive cash and/or other consideration in the same form and amount per retain a pro rata share of consideration paid to Drag-Along Rightholders in each class of aggregate retained shares (based on their Aggregate Ownership of the specified class at such transaction or any other transaction related thereto (such as a payment for consulting or management services or non-compete paymentstime); (ii) if any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction.

Drag-Along Rights. For so long as Heartland is entitled (a) If, at any time prior to the right to designate directors as set forth in Section 6.3 an IPO, any of the Existing Crestview Stockholders Agreement, in the event that one or more of the Heartland Entities (the "“Drag-Along Rightholders"”) receive proposes to transfer to one or more Persons other than any Crestview Excluded Transferee (whether pursuant to a bona fide offer from a Tag-Along Third Party Purchaser to purchase stock purchase, merger or otherwise) more than fifty percent (including a purchase by merger50%) of the Common Shares outstanding as of the date thereof or all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the CompanyCompany and its Subsidiaries (a “Drag-Along Sale”), the Drag-Along Rightholders may send written notice shall have the right, but (subject to Section 4.1) not the "Drag-Along Notice") obligation, to the Company and require all but not less than all of the other Stockholders (the "“Drag-Along Sellers") notifying them they will be required ”), pursuant to sell all a written notice delivered to such Drag-Along Sellers (but not less than all) of their Shares in such sale the “Drag-Along Notice”), to transfer (or, in the case of a merger any asset sale or asset salemerger, vote to vote, as stockholders further provided in favor of such saleSection 4.3(a). 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 transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Notice for the same consideration per Share and otherwise on upon the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action as set forth in 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 Drag-Along Notice, a number of Common Shares held by such Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: such that (i) upon the consummation quotient obtained by dividing (A) the number of any Common Shares to be sold by such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along Rightholders in such transaction or any other transaction related thereto Drag-Along Sale by (B) the number of Common Shares owned by such Drag-Along Rightholders as a payment for consulting or management services or nonof the time of the Drag-compete payments); Along Sale is equal to (ii) if any Drag-Along Seller is given an option as to the form and amount quotient obtained by dividing (A) the number of consideration Common Shares to be received, each other Drag-Along Seller will be given sold by the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transactionDrag-Along Sale by (B) the number of Common Shares owned by the Drag-Along Seller as of the time of the Drag-Along Sale. The Drag-Along Notice shall include a copy of such offer and shall set forth: (i) the name, address and phone number of the proposed purchaser; (ii) the proposed form of consideration and terms and conditions of payment offered by such purchaser; (iii) the aggregate number of Common Shares that such Drag-Along Rightholder proposes to sell to such purchaser; and (iv) the aggregate purchase price and the per share purchase price to be paid by such purchaser (or a reasonable estimate of the maximum and minimum aggregate purchase price and maximum and minimum per share purchase price).

Drag-Along Rights. For so long (a) Until such time, if ever, as Heartland is entitled to the right to designate directors as set forth in Section 6.3 Viant consummates a Qualified Public Offering, if Members representing more than 50% of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities outstanding Common Units on an as converted basis (the "“Drag-Along Rightholders"Sellers”) receive desire to effect a Sale of Viant to a Person other than Time Inc.’s Affiliates (a “Drag-Along Transferee”) in a bona fide offer from transaction for cash and/or equity of a Tag-Along Third Party Purchaser to purchase class of securities which is then listed or quoted on the New York Stock Exchange or quoted on the NASDAQ Stock Market System (including cash and/or equity securities, the receipt of which may be deferred pursuant to an escrow, earnout, milestone payment, note or other mechanism pursuant to which a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of sale proceeds are deferred beyond the CompanyInitial Closing (as defined below) (collectively, “Contingent Consideration”)) (a “Drag-Along Sale”), the Drag-Along Rightholders Sellers may send written notice require all Members to sell the same pro rata portion of their respective Units (including, without limitation, only for purposes of the "Drag-Along Notice") calculations set forth in this Section 11.1 and without requiring any such actual conversion, assuming the conversion of all Preferred Units to be sold into Common Units so that the Company and the other Stockholders (the "Drag-Along Sellers") notifying them they sale will be required on an as-converted basis) as the proportion of Units (including, without limitation, only for purposes of the calculations set forth in this Section 11.1 and without requiring any such actual conversion, assuming the conversion of all Preferred Units to sell all (but not less than allbe sold into Common Units so that the sale will be on an as-converted basis) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders 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 transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Notice for the same consideration per Share and otherwise Sellers propose to sell to any Drag-Along Transferee in such Drag-Along Sale on the same terms and conditions as apply to those Units sold by the Drag-Along Rightholders Sellers (including payment except as set forth below). Such Members other than the Drag-Along Sellers are referred to herein as the “Compelled Sellers”. Any consideration received at (or within three (3) days of) the initial closing of its pro rata share such Drag-Along Sale (the “Initial Closing”) is referred to herein as the “Initial Closing Consideration.” Notwithstanding anything to the contrary herein but subject to the proviso set forth in this sentence, the Executives and Plan LLC shall not be required to sell their Units (the “Compelled Units”) in a Drag-Along Sale if the portion of the purchase price to be received by the Compelled Sellers at the Initial Closing for the Compelled Units is not (x) all costs associated with such transaction) cash, and (iiy) otherwise take all necessary action in its capacity the aggregate, at least equal to or greater than the Adjusted OIBDA Multiple Value (as a stockholder to cause defined in the consummation Put/Call Agreement, but assuming for purposes of such transaction, including voting its Shares in favor of such transaction and not exercising any appraisal rights in connection therewith. The obligations this calculation that (i) the determination date is the proposed closing date of the Drag-Along Sellers Sale and the calculation will be made for the twelve (12) months ending on the last day of the most recently completed fiscal quarter prior to such Initial Closing, (ii) the “Employee Interests” as used in respect the definition of a transaction under this Section 3.1(g“Adjusted OIBDA Multiple Value” in the Put/Call Agreement shall be the Compelled Units, and (iii) are such calculation shall not be subject to the satisfaction of Time Liquidation Preference Election (as defined in the following conditions: Put/Call Agreement) (i) upon the consummation of any such transaction, each “Minimum Drag-Along Seller Consideration”); provided, however, that the Compelled Sellers shall be required to sell the Compelled Units in a Drag-Along Sale pursuant to this Section 11.1 if the Compelled Sellers receive an amount equal to or greater than the Minimum Drag-Along Consideration at (or within three (3) days of) the Initial Closing, and such amount is paid in all cash. The difference between the Minimum Drag-Along Consideration and the amount the Compelled Sellers would have received pursuant to Section 13.2 is referred to herein as the right “Catch-Up Amount”. In addition, notwithstanding anything to receive cash and/or other the contrary herein, the Compelled Sellers shall only be required to accept consideration in the same form and amount per share of consideration paid Contingent Consideration if the Compelled Sellers shall have received Initial Closing Consideration at least equal to the Minimum Drag-Along Rightholders Consideration, and such amount is paid in such transaction or any other transaction related thereto (such as all cash. For purposes of this Section 11.1, it is understood and agreed that, in the event the Initial Closing Consideration to be paid by a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is given Transferee does not include sufficient cash to pay the Drag-Along Sellers the Minimum Drag-Along Consideration in all cash, then Holding or its Affiliates may pay the Compelled Sellers an option as amount in cash at (or within three (3) days of) the Initial Closing to make up the form and difference. In the event Holding or its Affiliate pays such amount in cash, the amounts of consideration to be received, each other paid to the Drag-Along Seller will Sellers and the Compelled Sellers shall be given adjusted accordingly. For example, if the same option with respect consideration to its applicable pro rata share; and (iii) no be received in a Drag-Along Seller Sale is all equity securities and the Compelled Sellers are entitled to a Minimum Drag-Along Consideration of $40 million, Holding or its Affiliate may pay the Compelled Sellers $40 million in cash and the consideration to be received in the Drag-Along Sale would be adjusted such that Holding would receive the $40 million of equity securities that the Compelled Sellers would have otherwise received; provided that if Holding or its Affiliate elect not to pay the Compelled Sellers $40 million in cash on (or within three (3) days of) the Initial Closing, the Compelled Sellers shall not be obligated under required to sell the terms of any agreement respecting any transaction subject Compelled Units in a Drag-Along Sale pursuant to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction11.1.

Drag-Along Rights. For so long as Heartland is Section 3.1. From and after the Preferred Closing, the SL Shareholder shall be entitled to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities give written notice (the "a “Drag-Along Rightholders"Sale Notice”) receive a bona fide offer from a Tagto the Investor Holders that the SL Shareholder desires to enter into, or cause the Company or the Dragged-Along Third Party Purchaser Sellers (as defined below) to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all enter into, one or a substantial portion series of the Common Stock related transactions that constitutes a Change of Control (whether as part of a single or consolidated assets of the Company, the “multi track” process) (a “Drag-Along Rightholders may send written notice Sale”) to any bona fide third party (excluding for the "avoidance of doubt the Company and its Subsidiaries) (“Drag Transferee”), and that the SL Shareholder is requiring the Investor Holders (all Investor Holders participating in a Drag-Along Notice") Sale pursuant to this Section 3.1, the “Dragged-Along Sellers”, together with the SL Shareholder and all other Persons who otherwise are transferring, have a contractual obligation, or have exercised a contractual or other right to transfer, the Capital Stock of the Company and in connection with such Drag-Along Sale, the other Stockholders (the "“Drag-Along Sellers"”) notifying them they will be required to participate, agree and take such actions reasonably necessary to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along NoticeSale, each on the same price (such price per share, calculated on an As-Converted Basis as necessary, the “Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares in the transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Notice for the same consideration per Share and otherwise on the same Purchase Price”), consideration, terms and conditions as the SL Shareholder and in the manner set forth in this Section 3.1, all of the Series B Preferred Shares, Underlying Shares that have been issued to such Dragged-Along Seller upon conversion of Series B Preferred Shares and Acquired Ordinary Shares, in each case, then held by the Dragged-Along Sellers (such shares, in respect of each Dragged Along-Seller, the “Dragged-Along Shares”); provided, that if the Drag-Along Rightholders Sale is consummated prior to the fifth (including payment 5th) anniversary of the Preferred Closing, the SL Shareholder shall only be entitled to exercise its pro rata share of all costs associated rights set forth in this Article III if the SL Shareholder or its Affiliates pays, or causes to be paid, substantially concurrently with such transaction) and (ii) otherwise take all necessary action in 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 completion of the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: Sale, (i) upon to the Initial Investor Holder, the Initial Investor Holder Top-Up Payment and (ii) to any Other Dragged-Along Seller, the Other Dragged-Along Seller Top-Up Payment. The Drag-Along Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) days prior to the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along 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 any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller Sale setting forth (i) the number and type of each class of Capital Stock of the Company proposed to be transferred, (ii) the consideration to be received for such securities, (iii) the identity of the other Person(s) party to the Drag-Along Sale, (iv) a detailed summary of all other material terms and conditions of the Drag-Along Sale, (v) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not be less than fifteen (15) days after the delivery of such notice) and (vi) any action or actions required of the Dragged-Along Sellers in such transactionconnection with the Drag-Along Sale.