Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. If (i) the holders of a majority of the voting power of the then outstanding Ordinary Shares and (ii) the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)

Drag-Along Rights. If Subject to the other restrictions in this Agreement, in the event a Selling Shareholder and/or the Corporation proposes to consummate a transaction or series of transactions with a third party (i) the holders of other than a majority an individual, corporation, partnership, association, trust or entity which is directly or indirectly controlled by, or under common control of the voting power Selling Shareholder or a family member of the then outstanding Ordinary Shares and Selling Shareholder), which transaction or series of transactions results in such third party owning 50% or more of the Corporation's capital stock, the Selling Shareholder and/or the Corporation shall provide the Remaining Shareholder (iiit being understood that both Shareholders may the Remaining Shareholders in this instance) the Majority Investors with written notice (the “Drag Holders”"Drag-Along Notice") approve in writing a proposed Deemed Liquidation Event which implies a valuation of the Company date(s) of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval proposed transaction(s) and the material all terms and conditions of such proposed Deemed Liquidation Eventtransaction(s) by at least thirty days prior to the effective date of such proposed transaction(s). In such event, whereupon each such the Remaining Shareholder shallmay, in accordance with instructions received from by giving written notice to the CompanySelling Shareholders and/or the Corporation, (i) vote as the case may be, within fifteen days after the receipt of a Drag-Along Notice, require the Selling Shareholder and/or the Corporation, as the case may be, to request that the proposed purchaser or transferee offer to purchase all of such Shareholder’s voting Equity the Covered Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell Remaining Shareholder on the same terms and conditions as were agreed for the same type of consideration offered to the Selling Shareholder and/or the Corporation. If the proposed purchaser or transferee refuses to extend its offer to the Remaining Shareholder, unless the Remaining Shareholder consents in writing, the Selling Shareholder and/or the Corporation shall only be permitted to sell and accept such an offer by the Drag Holders; providedproposed purchaser or transferee provided that the amount of capital stock to be purchased from the Selling Shareholder and/or the Corporation is reduced, howeveron a pro-rata basis, that if applicable, so as to permit the Remaining Shareholder to sell all of the Covered Securities owned by the Remaining Shareholder in such terms sale. The consideration shall be allocated between the Selling Shareholder and/or the Corporation, on the one side, and conditionsthe Remaining Shareholder, including on the other, on a pro rata basis, if applicable, in accordance with the amount of securities they are selling. If the Remaining Shareholder fails to deliver a written notice to the Selling Shareholder and/or the Corporation, as the case may be, of its intention to participate in such sale within the time period prescribed herein, the Remaining Shareholder will be deemed to have waived its drag-along rights hereunder with respect to price paid such sale or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)transfer.

Drag-Along Rights. If (i) Subject to the holders provisions of a majority Section 4.3 and Section 4.4, if the Majority Stockholder desires to sell more than 85% of the voting power Shares Beneficially Owned by it in good faith to an independent purchaser that is not an Affiliate of the then outstanding Ordinary Shares Majority Stockholder in an arms'-length negotiated transaction, and (ii) the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation said Transferee desires to acquire all or substantially all of the Company of no less than US$650 million, then issued and outstanding Shares upon the Company shall promptly notify each other Shareholder in writing of such approval and the material same terms and conditions as such Transferee agreed to with the Majority Stockholder, each Management Stockholder agrees to sell (a "Drag-Along Sale"), at the Majority Stockholder's request, a proportion of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, Shares Beneficially Owned by him to said Transferee (i) or to vote all of such Shareholder’s voting Equity Securities of the Company Shares in favor of the Deemed Liquidation Event; (iiany merger or other transaction which would effect a sale of such Shares and waive all applicable dissenters or similar rights) otherwise consent in writing equal to the Deemed Liquidation Event; and (iii) sell or transfer all proportion of its Equity Securities or Shares Beneficially Owned by the Majority Stockholder which are to be sold in the relevant transaction as specified in the applicable Drag-Along Notice, at the same percentage of its Equity Securities of price, at the Company as the Drag Holders sell same time and on the same terms and conditions as were the Majority Stockholder shall have agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders Transferee with respect to the Company)Majority Stockholder's Shares. In the event a Drag-Along Sale is to be required, the Majority Stockholder shall give written notice (the "Drag-Along Notice") of such sale to the Management Stockholders not more than thirty or less than fifteen days prior to the proposed date of the Drag-Along Sale (the "Drag-Along Sale Date") including (i) the proposed amount of consideration to be received by the Beneficial Owners of Shares, (ii) the name and address of the Transferee, (iii) the date of the proposed Transfer, (iv) the number of Shares Beneficially Owned as of the close of business on the day immediately prior to the date of delivery of the Drag-Along Notice by the Management Stockholder to whom the notice is sent, (v) confirmation that the Transferee has agreed to purchase the Management Stockholders' Shares in accordance with the terms hereof, (vi) the Opinion and (vii) any other material terms and conditions of the proposed Transfer.

Drag-Along Rights. (a) If one or more Investors (a “Drag Seller”) desire to Transfer Company Securities in a single transaction or a series of related transactions that represent more than sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Common Stock and Preferred Stock, taken together, held by all Investors (a “Drag Sale”), such Drag Sellers shall have the right to require each other Investor (and each other Stockholder in the case of a Transfer in a single transaction or a series of related transactions of all then outstanding shares of Common Stock and Preferred Stock) (each, a “Co-Seller”) to Transfer a portion of its Company Securities that represents the same percentage of the Company Securities held by such Co-Seller as the shares being disposed of by the Drag Sellers represent of the Company Securities held by such Drag Sellers. For example, if the Drag Sellers are selling Company Securities that represent seventy percent (70%) of their then outstanding Company Securities (as if the Preferred Stock was converted into Common Stock on a one-for-one basis), each Co-Seller shall be required to sell Company Securities that represent seventy percent (70%) of its then outstanding Company Securities (as if the Preferred Stock was converted into Common Stock on a one-for-one basis). All Company Securities Transferred by Stockholders pursuant to this Section 4.04 shall be sold at the same price and otherwise treated identically with the Company Securities being sold by the Drag Sellers in all respects; provided that (i) the holders Co-Sellers shall receive his, her or its pro rata portion of a majority all other forms of consideration of any sort other than the voting power of the then outstanding Ordinary Shares and purchase price for such Company Securities, (ii) no Co-Seller will become obligated or liable thereby (whether by agreement to indemnify the Majority Investors (purchaser or otherwise) for an amount exceeding the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation amount of the Company of no less than US$650 millioncash or other consideration received by that Co-Seller, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell no Co-Seller shall become subject thereby to a covenant not to compete or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms similar restrictive covenant without such Co-Seller’s consent, and conditions as were agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, (iv) no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company Co-Seller shall be required to make any representations or and warranties regarding the Company (other than with respect to itself (including without limitation due authorization, title to shares, enforceability its ownership of applicable agreements, and similar representations and warrantiessuch Company Securities), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company).

Drag-Along Rights. If (i) the holders of Members holding a majority of the voting power outstanding Units (“Majority Selling Group”) elect to consummate a sale of all of the then outstanding Ordinary Shares and Units or equity interests in the Company to any independent third party (ii) each such transaction referred to as a “Company Unit Sale”), the Majority Investors (Selling Group shall notify the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder Members in writing of such approval Company Unit Sale. Upon request by the Majority Selling Group, the Members will consent to and raise no objections to the material terms proposed transaction, and conditions will take all other actions reasonably necessary or desirable to cause the consummation of such Company Unit Sale on the terms proposed Deemed Liquidation Event, whereupon each by the Majority Selling Group. The obligations of the Members pursuant to this Section 8.6 with respect to a Company Unit Sale are subject to the following conditions: (x) the consideration payable upon consummation of such Shareholder shall, in accordance with instructions received from the Company, (i) vote Company Unit Sale to all of such Shareholder’s voting Equity Securities the Members shall be allocated among the Members according to their ownership of Units, and (y) upon the consummation of the Company in favor Unit Sale, all of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or Members shall receive the same percentage form of its Equity Securities consideration per Unit, or if there are classes of the Company as the Drag Holders sell on Units, then each class shall receive the same terms form of consideration per Unit. Each Member agrees to be bound by agreements with respect to indemnification obligations, amounts paid into escrow, amounts subject to holdbacks or amounts subject to post-closing purchase price adjustments, and conditions as were agreed agreements to by the Drag Holdersappoint representatives; provided, howeverthat any such indemnification, escrow, holdback and adjustment obligations undertaken by any Member (A) shall be proportional to the share of the purchase price paid in connection with such Company Unit Sale that is allocable to such terms Member and conditions, including (B) shall not exceed the total amount of consideration received by such Member in connection with such Company Unit Sale (except with respect to price paid representations and warranties relating solely to, or received per Equity Security covenants entered into solely by, such Member, including representations as to title to Units or any non-compete). To the extent that a Member does not take any actions when requested by the Manager pursuant to this Section 8.6, each such Member hereby constitutes and appoints the members of the Company, may differ Majority Selling Group as between different classes such Member’s true and lawful attorney-in-fact and authorizes the attorney-in-fact to execute on behalf of Equity Securities of such Member any and all documents and instruments which the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum attorney-in-fact deems necessary and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions appropriate in connection with the consummation Company Unit Sale. The foregoing power of such Deemed Liquidation Event attorney is irrevocable and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection is coupled with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)interest.

Drag-Along Rights. If Subject to the limitations set forth below, if at any time prior to an underwritten public offering of Common Stock of the Company, any Permitted Holder or Permitted Holders propose to sell or otherwise transfer, including by way of merger, consolidation or otherwise, all of the Capital Stock of the Company held by such Permitted Holder or Permitted Holders to a Person that is not a Permitted Holder in a transaction resulting in a Change of Control of the Company (a "DRAG SALE"), the transferring Permitted Holder or Permitted Holders (whether directly or indirectly through an Affiliate) shall have the right to require the Holders of Warrants or Warrant Shares, as the case may be, to sell such Warrants or Warrants Shares to the proposed transferee (the "DRAG-ALONG RIGHTS"). The exercise of Drag-Along Rights are subject to the conditions that (i) the holders consideration to be received by the Holders shall be the same type of a majority of consideration received by the voting power of Permitted Holder or Permitted Holders in the then outstanding Ordinary Shares Drag Sale and, in any event, shall be cash or freely transferable marketable securities and (iib) after giving effect to such Drag Sale, the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation Permitted Holders shall not own, directly or indirectly, any Capital Stock of the Company of no less than US$650 million, then or the Company shall promptly notify each other Shareholder in writing surviving entity or rights to purchase such Capital Stock. Any Warrants or Warrant Shares purchased from the holders thereof pursuant to the exercise of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or Drag-Along Rights shall be paid for at the same percentage price per share of its Equity Securities of the Company as the Drag Holders sell Common Stock and on the same terms and conditions as were agreed to such proposed transfer of Common Stock by the Permitted Holders pursuant to the Drag Sale. If the securities to be purchased include securities other than Common Stock, the price to be paid for the Warrants and Warrant Shares shall be the same price per share or other denomination paid by the proposed purchaser in the Drag Sale for like securities purchased from the Permitted Holders or, if like securities are not purchased from the Permitted Holders; provided, however, that the fair market value of such terms and conditions, including with respect to price paid or received per Equity Security of securities as determined by a nationally recognized investment banking firm selected by the Company. If at any time a Permitted Holder or Permitted Holders intend to exercise Drag-Along Rights pursuant to this Section 8, such Permitted Holder or Permitted Holders, as the case may differ as between different classes of Equity Securities of be, shall give written notice thereof to the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees Holders at least 10 Business Days prior to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event the proposed transaction. The notice shall set out, in reasonable detail, (i) information concerning the identity of the proposed transferee and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (Aii) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties description of the Company material terms and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants conditions of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)proposed Drag Sale.

Drag-Along Rights. If Endo LLC shall propose to Transfer at ----------------- least 60% of all shares of Common Stock then owned by Endo LLC to a Third Party, then (i) in addition to the holders of a majority rights of the voting power Employee Stockholders to participate in such Transfer pursuant to Section 5.6(a) hereof) Endo LLC may, at its option, require the Employee Stockholders (collectively, the "Remaining Holders") to include in such Transfer to the Third Party such number of shares of Common Stock then owned by such Remaining Holder, as determined in accordance with this Section 5.6. Endo LLC shall send written notice (the "Drag-Along Notice") of the then outstanding Ordinary Shares and (ii----------------- exercise of their rights pursuant to this Section 5.6(b) the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation to each of the Company of no less than US$650 millionRemaining Holders, then setting forth the Company shall promptly notify each other Shareholder in writing of such approval consideration per share to be paid by the Third Party and the other material terms and conditions of such transaction. The Drag-Along Notice shall state that the Remaining Holders shall be required to participate in the proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all Transfer of such Shareholder’s voting Equity Securities shares of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing Common Stock to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or Third Party according to the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed of this Section 5.6(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security Third Party. Within 15 days following the receipt of the CompanyDrag-Along Notice, may differ as between different classes of Equity Securities each of the Company in accordance with their relative liquidation preferences as set forth Remaining Holders shall deliver to a representative of Endo LLC designated in the Restated Memorandum and Articles. Each Shareholder furthermore agrees Drag-Along Notice certificates representing all shares of Common Stock held by such Remaining Holder, duly endorsed, together with all other documents required to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder executed in connection with such Deemed Liquidation Eventtransaction. Without limiting In the foregoing sentence, no Shareholder who is not an employee, officerevent that any Remaining Holder should fail to deliver such certificates to Endo LLC, the Founder or Controlling Shareholder Company shall cause the books and records of a Group the Company to show that such shares are bound by the provisions of this Section 5.6(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to make any representations or warranties other than with respect participate in the proposed Transfer to itself the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (including without limitation due authorizationx) the total number of shares to be acquired by the Third Party, title to sharestimes (y) a fraction, enforceability the numerator of applicable agreementswhich shall be the total number of shares of Common Stock then owned by such Remaining Holder, and similar representations and warrantiesthe denominator of which shall be the total number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Remaining Holders. The maximum number of shares of Common Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 5.6(b) shall be the total number of shares of Common Stock then owned by such Remaining Holder. If, within 120 days after Endo LLC gave the Drag-Along Notice, it shall not have completed the Transfer of all the shares of Common Stock of the Remaining Holders in accordance with this Section 5.6(b), and Endo LLC shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except return to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties each of the Company Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 5.6(b). Promptly (Bbut in no event later than 5 days) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants after the consummation of the Company as well as breach by any Shareholder Transfer of any Common Stock of identical representations, warranties Endo LLC and covenants provided by all Shareholders with respect Remaining Holders pursuant to the Company)this

Drag-Along Rights. If (ia) The SLP Investors may give written notice (a “Drag-Along Notice”) to the Management Investors that the SLP Investors intend to enter into a transaction or a series of related transactions involving the transfer, of not less than fifty percent (50%) of the outstanding Share Equivalents (which Share Equivalents to be transferred may include Share Equivalents held by the Management Investors and/or other holders of Share Equivalents) to a majority Person or “group” of Persons (other than to the SLP Investors or an Affiliate of the voting power of SLP Investors), whether by merger, tender offer or otherwise (a “Drag-Along Sale”), and, that the then outstanding Ordinary Shares and (ii) SLP Investors desire to cause the Majority Management Investors (the “Drag Holders”) approve to participate in writing a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell transaction on the same terms and conditions as were agreed available to by the Drag HoldersSLP Investors; provided, however, that no Management Investor shall be required to assume any liability or provide indemnification in connection with such terms transaction other than (i) liability or indemnification that relates to the ownership of, and conditionsthe ability to transfer, including the Share Equivalents being transferred by it and (ii) with respect to price paid all other liabilities or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions indemnification in connection with such transaction, its pro rata share on the same terms and conditions as the SLP Investors (based on the number of Share Equivalents being transferred by each Management Investor in such transaction). Such Drag-Along Notice shall also specify (1) the consideration, if any, to be received by the SLP Investors and the Management Investors and any other material terms and conditions of the proposed transaction (which price and other material terms and conditions shall be the same in all material respects for the SLP Investors and the Management Investors), (2) the identity of the other Person or Persons party to the transaction, (3) the date of completion of the proposed transaction (which date shall be not less than ten (10) Business Days after the date of the notice) and (4) the action or actions required of each Management Investor in order to complete or facilitate such proposed transaction (including the sale of Share Equivalents held by the Management Investor, the voting of all such Share Equivalents in favor of any such merger, consolidation or sale of assets and the waiver of any related appraisal or dissenters’ rights). If the SLP Investors are transferring less than all of the Share Equivalents held by the SLP Investors, then each Management Investor will transfer a number of Share Equivalents equal to the product of the following (the “Drag-Along Portion”): (x) the number of Share Equivalents (including any Shares issuable upon the exercise of Options to the extent such Options are then vested and exercisable) beneficially owned by such Management Investor multiplied by (y) a fraction, the numerator of which is the aggregate number of Share Equivalents being transferred by the SLP Investors and the denominator of which equals the aggregate number of Share Equivalents beneficially owned by the SLP Investors. Upon receipt of such Drag-Along Notice, each Management Investor shall be obligated to take the action or actions referred to in clause (4) above; provided that, in the case of a sale of Shares, with respect to any Shares for which a Management Investor holds vested and exercisable but unexercised Options, the price per Share shall be reduced by the exercise price of such Options or, if required pursuant to the terms of such Options, such Stockholder shall pay the exercise price therefor prior to the consummation of such Deemed Liquidation Event and to effect the sale and shall transfer under this Section 3 as reasonably requested such Shares to the purchaser in such sale (in each case, net of any amounts required to be withheld by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder Company in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warrantiesOption exercise), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company).

Drag-Along Rights. If (i) the holders of a majority Any of the voting power H&F Investors may give notice (a “Drag Along Notice”) to any Management Stockholder that the H&F Investors intend to enter into (or have agreed to vote the Share Equivalents they beneficially own, or to execute a written consent in lieu thereof, in favor of) a transaction or transactions involving the Transfer of Share Equivalents to one or more Persons (other than to an Affiliate of the then outstanding Ordinary Shares H&F Investors) or to cause the Company to merge or consolidate with, or sell all or substantially all of its assets to, another Person or Persons (other than an Affiliate of the H&F Investors) (a “Drag-Along Sale”) and (ii) that one or more of the Majority H&F Investors desire to exercise their right (the “Drag HoldersDrag-Along Right”) approve to cause the Management Stockholders to participate in writing a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell Drag-Along Sale on the same terms and conditions as were agreed available to by such H&F Investors, including making the Drag Holderssame representations, warranties, covenants, indemnities and agreements as such H&F Investors agree to make in connection with the Drag-Along Sale; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company Management Stockholder shall be required to make representations and warranties regarding the ownership of the Share Equivalents by any representations or warranties Person other than himself, and provided further that any indemnification obligations of a Management Stockholder shall in no event exceed the proceeds received by such Management Stockholder in such Drag-Along Sale. Such Drag-Along Notice shall also specify (i) the consideration, if any, to be received by such H&F Investors and each Management Stockholder and any other material terms and conditions of the proposed Transfer (which price and other material terms and conditions shall be the same in all material respects for such H&F Investors and the Management Stockholder), (ii) the identity of the other Person or Persons party to the Transfer, (iii) the date of anticipated completion of the proposed Transfer Sale (which date shall be not less than five (5) days after the date of the notice) and (iv) the action or actions required of each Management Stockholder in order to complete or facilitate such proposed Transfer (including the sale of Share Equivalents held by the Management Stockholder, the voting of all such Share Equivalents in favor of any such merger, consolidation or sale of assets and the waiver of any related appraisal or dissenters’ rights). Upon receipt of such Drag-Along Notice, each Management Stockholder shall be obligated to take the action or actions referred to in clause (iv) above; provided, however, that, in the case of a sale of Shares, with respect to itself any Shares for which a Management Stockholder holds exercisable and vested but unexercised Options or any other Securities exercisable for, convertible into or exchangeable for Shares, the price per Share shall be reduced by the exercise price of such Options or other Securities or, if required pursuant to the terms of such Options or such other Securities or such Drag-Along Sale, such Management Stockholder must exercise the relevant Option (including without limitation due authorizationwhich may include an exercise effected on a “net exercise” basis) or exercise, title to sharesconvert or exchange such other relevant Security and transfer the relevant Shares (rather than the Option or other Security) (in each case, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach net of any representation, warranty or covenant made amounts required to be withheld by any other Person the Company in connection with such Deemed Liquidation Event (except exercise); and provided, further, that, notwithstanding anything to the extent that contrary set forth herein, in any event the Company shall be permitted to cause all outstanding Options to be treated in such Drag-Along Sale in any manner as permitted by their terms, including any applicable equity plans of the Company. If the transferring H&F Investors are transferring less than all of the Share Equivalents held by such H&F Investors, then each Management Stockholder will transfer a number of Share Equivalents equal to the product of the following: (Ax) the number of Share Equivalents beneficially owned by such Management Stockholder multiplied by (y) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceedfraction, the amount numerator of consideration paid to which is the aggregate number of Share Equivalents being transferred by such Shareholder H&F Investors and the denominator of which equals the aggregate number of Share Equivalents beneficially owned by such H&F Investors. All costs and expenses incurred by the H&F Investors in connection with such Deemed Liquidation Event, to cover breach transaction shall be borne on a pro rata basis in accordance with the number of representations and warranties Share Equivalents being sold by each of the Company H&F Investors, the Management Stockholders and (B) funds may all other Persons who otherwise are transferring, or have exercised a contractual or other right to transfer, Share Equivalents in connection with such transaction. In addition, the reasonable expense of one law firm to represent the Management Stockholders shall be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach for by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company).

Drag-Along Rights. If (ia) In the event of any proposed Transfer of Shares for value by any of the Shareholders in any transaction, or a series of related transactions, involving Shares aggregating at least 51% of the Fully Diluted Number of Shares to any other Person who is a bona fide third party purchaser (such other Person being hereinafter referred to as the "Proposed Purchaser"), other than pursuant to an Permitted Transfer, the Shareholders shall have the right to require each Warrant Holder to transfer to the Proposed Purchaser a number of Warrant Shares owned by such Warrant Holder equal to (1) the holders total number of Shares (including the number of Warrant Shares) owned by such Warrant Holder, multiplied by (2) a majority fraction, the numerator of which is the voting power number of Shares to be sold by the then outstanding Ordinary Shares and (ii) Shareholders to the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval Proposed Purchaser and the material denominator of which is the total number of Shares then owned by the Shareholders. Any Warrant Shares purchased from Warrant Holders pursuant to this provision shall be paid for at the same price per Share and upon the same terms and conditions of such proposed Deemed Liquidation EventTransfer by such Shareholders; provided, whereupon that the price to be paid by the Proposed Purchaser shall equal the price proposed to be paid per Warrant Share less the exercise price of the Warrant. The Company or the Shareholder proposing to engage in such Transfer shall notify, or cause to be notified, each Warrant Holder in writing of each such Shareholder shallproposed Transfer at least 15 days prior to the date thereof. Such notice shall set forth (1) the name of the Proposed Purchaser and the number of Shares proposed to be transferred, (2) the name and address of the Proposed Purchaser, (3) the proposed amount of consideration and terms and conditions of payment offered by such Proposed Purchaser (if the proposed consideration is not cash, the notice shall describe the terms of the proposed consideration) and (4) that the Proposed Purchaser has been informed of the "Drag-Along Right" and has agreed to purchase the Warrant Shares in accordance with instructions received from the Companyterms of this Agreement, (i) vote all of or that the selling Shareholders will make such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)purchase.

Drag-Along Rights. If at any time prior to the Triggering Date, one or more Permitted Holders or any of their respective Affiliates determines to sell all of the Capital Stock of the Company owned by them to a Person other than a Permitted Holder or its Affiliate in a transaction resulting in a Change of Control, the transferring Permitted Holder or Permitted Holders (whether directly or through an Affiliate) shall have the right (the "DRAG-ALONG RIGHT") to require the Holders of Subject Equity to sell such Subject Equity to such transferee; PROVIDED THAT (i) the holders consideration to be received by the Holders of a majority Subject Equity shall be the same type of consideration received by the voting power of the then outstanding Ordinary Shares Permitted Holders and their Affiliates and, in any event, shall be cash or freely transferable marketable securities, and (ii) after giving effect to such transaction, the Majority Investors (Permitted Holder or Permitted Holders making the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation transfers and their Affiliates shall not own, directly or indirectly, any Capital Stock or rights to purchase Capital Stock of the Company (excluding successors for purposes of no less than US$650 millionthis section 3.3). Any Warrants or Registrable Securities, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Eventor both, whereupon each such Shareholder shall, in accordance with instructions received purchased from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing Holders thereof pursuant to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or this Section 3.3 shall be paid for at the same percentage price per share of its Equity Securities of the Company as the Drag Holders sell on Common Stock and upon the same terms and conditions as were agreed to such proposed transfer of Common Stock by the Drag Holders; providedPermitted Holders and their Affiliates. The price per Warrant to be paid by the Proposed Purchaser shall be less the aggregate Exercise Price of such Warrant per share. If the Subject Equity to be purchased includes securities other than Common Stock, howeverthe price to be paid for such securities shall be the same price per share or other denomination paid by the proposed purchaser for like securities purchased from the Permitted Holders and their Affiliates or, that if like securities are not purchased from the Permitted Holders and their Affiliates, the Fair Market Value of such terms and conditions, including with respect to price paid or received per Equity Security of securities determined by an independent financial expert selected by the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company).

Drag-Along Rights. If at any time the Shareholders of the Company owning no less than the majority of the Shares then issued and outstanding propose to enter into or to cause the Company to enter into any transaction involving (i) the holders sale of all or substantially all of the Company's assets, (ii) the sale of more than a majority of the voting power Shares in a non-public sale, or (iii) any merger, share exchange, consolidation or other reorganization or business combination of the then outstanding Ordinary Shares and (ii) Company, if immediately after such transaction persons who hold a majority of the Majority Investors surviving entity's voting capital shares are not persons who held a majority of the Company's voting capital shares immediately prior to such transaction, then, in any such case (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation "Approved Transaction"), the Company and/or the transferring Shareholders of the Company may require all Shareholders to participate in such Approved Transaction by giving such Shareholders written notice thereof at least thirty (30) days in advance of no less than US$650 millionthe date of the Approved Transaction or the date that tender is required, then as the Company shall promptly notify each other Shareholder in writing case may be. Upon receipt of such approval and the material terms and conditions of such proposed Deemed Liquidation Eventnotice, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise Shareholders will vote for, consent in writing to and raise no objections to the Deemed Liquidation Event; Approved Transaction described in such notice, and (iii) sell will sell, assign, tender or transfer all of its Equity Securities or the same percentage of its Equity Securities Shares as the percentage of the Company as Shares proposed to be sold, assigned, tendered or transferred by the Drag Holders sell on transferring Shareholders collectively, upon the same terms and conditions as were agreed applicable to by the Drag Holders; provided, however, that such transferring Shareholders and at a value equal to the value per share the transferring Shareholders will receive pursuant to the terms and conditions, including with respect to price paid or received per Equity Security of the CompanyApproved Transaction (whether such value is paid in cash or otherwise). If the Approved Transaction is structured as a merger or consolidation, may differ as between different classes of Equity Securities of each Shareholder will, to the Company extent possible under applicable law, waive any dissenters' rights, appraisal rights or similar rights in accordance connection with their relative liquidation preferences as set forth in the Restated Memorandum and Articlessuch merger or consolidation. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and will take all necessary or desirable actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 Approved Transaction as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company).

Drag-Along Rights. If (a) So long as this Agreement shall remain in effect and an initial public offering of the Company's capital stock shall not have occurred, if at any time the Company receives a proposal to effect a business combination with another business entity (a "Merger Proposal") that is not an Affiliate of the Company or its Stockholders and the Board of Directors of the Company by a majority vote determines to accept such Merger Proposal, then the Board of Directors of the Company shall be entitled to deliver a written notice (the "Buyout Notice") with respect to such Merger Proposal to all of the Stockholders, which notice shall state (i) the holders of a majority of the voting power of the then outstanding Ordinary Shares and intention to effectuate such transaction, (ii) the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation name and address of the Company of no less than US$650 million, then person or entity making the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; Merger Proposal and (iii) sell the purchase price or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holdersother consideration payable in connection with such Merger Proposal; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company Stockholder shall be required to make sell its shares of Debentureholder Common Stock pursuant to this Section 1.2 if the Company has not received an opinion of an independent valuator of national standing that such Merger Proposal is fair to the holders of Debentureholder Common Stock. The Buyout Notice shall also state any representations or warranties other than material terms and conditions of the Merger Proposal and shall include a copy of all writings, if any, necessary to establish the terms of such Merger Proposal. Upon receipt of the Buyout Notice, the Stockholders shall be obligated to sell all of their shares of Debentureholder Common Stock to such other business entity upon the terms and conditions of the Merger Proposal, with respect the proceeds of any such sale to itself (including without limitation due authorization, title to shares, enforceability of applicable agreementsbe divided amongst the holders as if the Company were being liquidated, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except otherwise to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid take all necessary action to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of cause the Company and to consummate the proposed transaction, including voting their shares of Debenture holder Common Stock in favor of (Bor giving their consent in writing to) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)such sale transaction.

Drag-Along Rights. If If, at any time prior to the consummation of an Initial Public Offering, any one or more Shareholders propose to Transfer Common Stock (iand/or rights to acquire Common Stock) the holders of representing a majority of the voting power of the all Common Stock then outstanding Ordinary Shares and (ii) on a Fully Diluted Basis to any Person or group of Persons, which Transfer has been approved by the Majority Investors (the “Drag Holders”) approve in writing Board of Directors by a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 millionSupermajority Vote, then the Company Board of Directors, by Supermajority Vote, may, in its sole discretion, require each Shareholder to sell all Common Stock (and rights to acquire Common Stock) owned by such Shareholder to such Person or group of Persons (and/or any members thereof and/or any Affiliates of any such Person or members), provided that each such compelled Transfer shall promptly notify each other Shareholder in writing of such approval and the material occur on terms and conditions that are no less favorable to each Shareholder (including any Founder) than those upon which each Founder is Transferring its shares of Common Stock (and/or rights to acquire Common Stock) in such proposed Deemed Liquidation Event, whereupon each such transaction. Each Shareholder shall, in accordance shall cooperate with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor the event of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; such a sale and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and shall take all necessary and appropriate actions in connection with therewith as may be reasonably requested by the Company (including entering into such agreements and instruments as may be requested by the Company). Prior to the consummation of such Deemed Liquidation Event sale, each Shareholder shall deliver to the Company, or, at its written direction, to an authorized representative or agent thereof, certificates representing the shares of Common Stock (and/or rights to acquire Common Stock) owned by such Shareholder, duly endorsed for transfer, and the Company shall remit or cause to effect be remitted to each such Shareholder the sale and transfer under this Section 3 as reasonably requested by the Drag Holderstotal transaction proceeds to which each such Shareholder is entitled pursuant thereto, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty default by a Shareholder or covenant made by any other Person transferee in connection with such Deemed Liquidation Event a Transfer. This Section 4.12 shall not apply with respect to (except to i) any issuance and sale of Common Stock by the extent that Company or (Aii) a Shareholder may be liableany merger, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion toconsolidation, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties amalgamation or other similar transaction of the Company and (B) funds may that, under applicable Bermuda law, must be paid out of an escrow established to cover breach of representations, warranties and covenants approved by a vote of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)Members.

Drag-Along Rights. If Endo LLC shall propose to Transfer at ----------------- least 60% of all shares of Common Stock then owned by Endo LLC to a Third Party, then (i) in addition to the holders of a majority rights of the voting power Employee Stockholders to participate in such Transfer pursuant to Section 5.6(a) hereof) Endo LLC may, at its option, require the Employee Stockholders (collectively, the "Remaining Holders") to include in such Transfer to the Third Party such number of shares of Common Stock then owned by such Remaining Holder, as determined in accordance with this Section 5.6. Endo LLC shall send written notice (the "Drag-Along Notice") of the then outstanding Ordinary Shares and (ii----------------- exercise of their rights pursuant to this Section 5.6(b) the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation to each of the Company of no less than US$650 millionRemaining Holders, then setting forth the Company shall promptly notify each other Shareholder in writing of such approval consideration per share to be paid by the Third Party and the other material terms and conditions of such transaction. The Drag-Along Notice shall state that the Remaining Holders shall be required to participate in the proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all Transfer of such Shareholder’s voting Equity Securities shares of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing Common Stock to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or Third Party according to the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed of this Section 5.6(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security Third Party. Within 15 days following the receipt of the CompanyDrag-Along Notice, may differ as between different classes of Equity Securities each of the Company in accordance with their relative liquidation preferences as set forth Remaining Holders shall deliver to a representative of Endo LLC designated in the Restated Memorandum and Articles. Each Shareholder furthermore agrees Drag-Along Notice certificates representing all shares of Common Stock held by such Remaining Holder, duly endorsed, together with all other documents required to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder executed in connection with such Deemed Liquidation Eventtransaction. Without limiting In the foregoing sentence, no Shareholder who is not an employee, officerevent that any Remaining Holder should fail to deliver such certificates to Endo LLC, the Founder or Controlling Shareholder Company shall cause the books and records of a Group the Company to show that such shares are bound by the provisions of this Section 5.6(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to make any representations or warranties other than with respect participate in the proposed Transfer to itself the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (including without limitation due authorizationx) the total number of shares to be acquired by the Third Party, title to sharestimes (y) a fraction, enforceability the numerator of applicable agreementswhich shall be the total number of shares of Common Stock then owned by such Remaining Holder, and similar representations the denominator of which shall be the total number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Remaining Holders. The maximum number of shares of Common Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 5.6(b) shall be the total number of shares of Common Stock then owned by such Remaining Holder. If, within 120 days after Endo LLC gave the Drag-Along Notice, it shall not have completed the Transfer of all the shares of Common Stock of the Remaining Holders in accordance with this Section 5.6(b), Endo LLC shall return to each of the Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and warrantiesthat were not purchased pursuant to this Section 5.6(b). Promptly (but in no event later than 5 days) after the consummation of the Transfer of Common Stock of Endo LLC and Remaining Holders pursuant to this Section 5.6(b), Endo LLC shall give notice thereof to the Remaining Holders, shall remit to each of the Remaining Holders the total consideration in respect of the shares of Common Stock of such Remaining Holder which were so transferred, and shall not be liable for furnish such other evidence of the breach completion and time of any representation, warranty or covenant made by any other Person in connection with completion of such Deemed Liquidation Event (except to Transfer and the extent that (A) a Shareholder terms thereof as may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in reasonably requested by such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)Remaining Holders.

Drag-Along Rights. If (i) the holders of a majority Any of the voting power H&F Investors may give notice (a “Drag-Along Notice”) to any Management Stockholder that the H&F Investors intend to enter into (or have agreed to vote the Share Equivalents they beneficially own, or to execute a written consent in lieu thereof, in favor of) a transaction or transactions involving the Transfer of Share Equivalents to one or more Persons (other than to an Affiliate of the then outstanding Ordinary Shares H&F Investors) or to cause the Company to merge or consolidate with, or sell all or substantially all of its assets to, another Person or Persons (other than an Affiliate of the H&F Investors) (a “Drag-Along Sale”) and (ii) that one or more of the Majority H&F Investors desire to exercise their right (the “Drag HoldersDrag-Along Right”) approve to cause the Management Stockholders to participate in writing a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell Drag-Along Sale on the same terms and conditions as were agreed available to by such H&F Investors, including making the Drag Holderssame representations, warranties, covenants, indemnities and agreements as such H&F Investors agree to make in connection with the Drag-Along Sale; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company Management Stockholder shall be required to make representations and warranties regarding the ownership of the Share Equivalents by any representations or warranties Person other than himself, and provided further that any indemnification obligations of a Management Stockholder shall in no event exceed the proceeds received by such Management Stockholder in such Drag-Along Sale. Such Drag-Along Notice shall also specify (i) the consideration, if any, to be received by such H&F Investors and each Management Stockholder and any other material terms and conditions of the proposed Transfer (which price and other material terms and conditions shall be the same in all material respects for such H&F Investors and the Management Stockholder), (ii) the identity of the other Person or Persons party to the Transfer, (iii) the date of anticipated completion of the proposed Transfer Sale (which date shall be not less than five (5) days after the date of the notice) and (iv) the action or actions required of each Management Stockholder in order to complete or facilitate such proposed Transfer (including the sale of Share Equivalents held by the Management Stockholder, the voting of all such Share Equivalents in favor of any such merger, consolidation or sale of assets and the waiver of any related appraisal or dissenters’ rights). Upon receipt of such Drag-Along Notice, each Management Stockholder shall be obligated to take the action or actions referred to in clause (iv) above; provided, however, that, in the case of a sale of Shares, with respect to itself any Shares for which a Stockholder holds exercisable and vested but unexercised Options or any other Securities exercisable for, convertible into or exchangeable for Shares, the price per Share shall be reduced by the exercise price of such Options or other Securities or, if required pursuant to the terms of such Options or such other Securities or such Drag-Along Sale, such Stockholder must exercise the relevant Option (including without limitation due authorizationwhich may include an exercise effected on a “net exercise” basis) or exercise, title to sharesconvert or exchange such other relevant Security and transfer the relevant Shares (rather than the Option or other Security) (in each case, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach net of any representation, warranty or covenant made amounts required to be withheld by any other Person the Company in connection with such Deemed Liquidation Event (except exercise); and provided, further, that, notwithstanding anything to the extent that contrary set forth herein, in any event the Company shall be permitted to cause all outstanding Options to be treated in such Drag-Along Sale in any manner as permitted by their terms, including any applicable equity plans of the Company. If the transferring H&F Investors are transferring less than all of the Share Equivalents held by such H&F Investors, then each Management Stockholder will transfer a number of Share Equivalents equal to the product of the following: (Ax) the number of Share Equivalents beneficially owned by such Management Stockholder multiplied by (y) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceedfraction, the amount numerator of consideration paid to which is the aggregate number of Share Equivalents being transferred by such Shareholder H&F Investors and the denominator of which equals the aggregate number of Share Equivalents beneficially owned by such H&F Investors. All costs and expenses incurred by the H&F Investors in connection with such Deemed Liquidation Event, to cover breach transaction shall be borne on a pro rata basis in accordance with the number of representations and warranties Share Equivalents being sold by each of the Company H&F Investors, the Management Stockholders and (B) funds may all other Persons who otherwise are transferring, or have exercised a contractual or other right to transfer, Share Equivalents in connection with such transaction. In addition, the reasonable expense of one law firm to represent the Management Stockholders shall be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach for by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company).

Drag-Along Rights. If (a) In the event of a proposed bona-fide and arm's-length sale of all of the issued and outstanding Company Shares or Bank Shares (the "Drag-Along Shares") held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the "Dragging Shareholder") to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the "Dragged Shareholder") written notice (the "Required Transfer Notice") of such proposed sale (the "Required Transfer"), which notice shall state (i) the holders of a majority name of the voting power of the then outstanding Ordinary Shares and proposed Transferee, (ii) the Majority Investors proposed purchase price (which shall provide that the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a aggregate valuation of the Company Chilean Bank is at least equal to the higher of no less than US$650 million(x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), then (iii) the Company shall promptly notify each obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Eventthe Required Transfer, whereupon each such Shareholder shall, in accordance with instructions received from including the Company, Required Transfer date (iwhich date may not be less than thirty (30) vote all of such Shareholder’s voting Equity Securities days after delivery of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and ArticlesRequired Transfer Notice). Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it Such notice shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made accompanied by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, written offer from the amount of consideration paid proposed Transferee to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) funds may be paid out copies of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect transaction documents relating to the Company)Required Transfer.

Drag-Along Rights. If at any time prior to the Registration Period Commencement Date, Stonegate together with its Permitted Transferees proposes to Transfer all or substantially all of its shares of Common Stock (iother than to a Permitted Transferee), Stonegate shall have the right, upon not less than twenty (20) days' prior written notice of such proposed sale (the holders of a majority "Purchase Notice"), which notice shall include all of the voting power of the then outstanding Ordinary Shares and (ii) the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from sale and which shall identify the Company, (iproposed purchaser(s) vote all of such Shareholder’s voting Equity Securities shares of Common Stock ("Drag Along Purchaser(s)"), to require each of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing Stockholders to sell to the Deemed Liquidation Event; Drag Along Purchaser(s) that number of Shares ("Call Shares") equal to the product, rounded down to the nearest whole number, of (a) a fraction, the numerator of which is the total number of shares of Common Stock proposed to be sold by Stonegate together with its Permitted Transferees and the denominator of which is the total number of shares of Common Stock then owned by Stonegate together with its Permitted Transferees, multiplied by (iiib) sell or transfer all the number of its Equity Securities or Shares then owned by such Stockholder, respectively. If Stonegate shall so elect, Stonegate shall arrange for such Drag Along Purchaser(s) to purchase the Call Shares at the same percentage of its Equity Securities of the Company time as the Drag Holders sell on and upon the same terms and conditions as were agreed to by the Drag Holders; provided, however, that such terms at which Stonegate and conditions, including with respect to price paid or received per Equity Security its Permitted Transferees sells its shares of Common Stock. Upon receipt of the CompanyPurchase Notice, may differ as between different classes of Equity Securities each of the Company in accordance Stockholders shall cooperate with their relative liquidation preferences as set forth in the Restated Memorandum Stonegate and Articles. Each Shareholder furthermore agrees otherwise take, or cause to be taken, all actions and do, or cause to be done, all things necessary or appropriate to enter into, consummate and make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect effective the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties purchase of the Company Call Shares, together with Stonegate's and (B) funds may be paid out its Permitted Transferees' shares of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)Common Stock being so Transferred.

Drag-Along Rights. (a) If at any time prior to an Initial Public Equity Offering, any Permitted Holders or any of their respective Affiliates determines to sell all of the Capital Stock of the Company owned by them to a Person other than a Permitted Holder or its Affiliate in a transaction resulting in a Change of Control, the transferring Permitted Holder (whether directly or through an Affiliate) shall have the right (the "Drag-Along Right") to require the Holders of Subject Equity to sell such Subject Equity to such transferee; provided that (i) the holders consideration to be received by the Holders of a majority Subject Equity shall be the same type of consideration received by the voting power of the then outstanding Ordinary Shares Permitted Holders and their Affiliates and, in any event, shall be cash or freely transferable marketable securities, and (ii) after giving effect to such transaction, the Majority Investors (Permitted Holders making the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation transfers and its Affiliates shall not own, directly or indirectly, any Capital Stock or rights to purchase Capital Stock of the Company of no less than US$650 millionCompany. Any Warrants or Registrable Securities, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Eventor both, whereupon each such Shareholder shall, in accordance with instructions received purchased from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing Holders thereof pursuant to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or this Section 3.3 shall be paid for at the same percentage price per share of its Equity Securities of the Company as the Drag Holders sell on Common Stock and upon the same terms and conditions as were agreed to such proposed transfer of Common Stock by the Drag Holders; providedPermitted Holders and their Affiliates. The price per Warrant to be paid by the Proposed Purchaser shall be less the aggregate Exercise Price of such Warrant. If the Subject Equity to be purchased includes securities other than Common Stock, howeverthe price to be paid for such securities shall be the same price per share or other denomination paid by the proposed purchaser for like securities purchased from the Permitted Holders and their Affiliates or, that if like securities are not purchased from the Permitted Holders and their Affiliates, the Fair Market Value of such terms and conditions, including with respect to price paid securities determined by a nationally or received per Equity Security of regionally recognized investment banking firm selected by the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company).

Drag-Along Rights. If the Controlling Shareholders have received from a Person, which is not an Affiliate of any Controlling Shareholder, a bona fide written offer to purchase (a “Drag-Along Sale”) 30% or more of the issued equity securities of the Company, the Controlling Shareholders shall have the right (the “Drag-Along Right”) to deliver a written notice at least fifteen (15) days prior to effecting such transfer (a “Drag Along Notice”) to Management Investors stating (i) that the holders of a majority of the voting power of the then outstanding Ordinary Shares and Controlling Shareholders propose to effect such transaction, (ii) the Majority Investors percentage of Shares proposed to be sold, (iii) the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of to such proposed Deemed Liquidation EventDrag-Along Sale, whereupon each (iv) the name and address of the proposed parties to such Shareholder transaction and (v) the consideration payable in connection therewith. Management Investors agrees that, upon receipt of a Drag Along Notice, Management Investors shall, in accordance with instructions received from at the Company, (i) vote all of such Shareholder’s voting Equity Securities option of the Company Controlling Shareholders, sell at the same time as the Controlling Shareholders, on a pro rata basis (based on the percentage of Shares owned by each Shareholder), the Shares then held by Management Investors upon terms and conditions set forth in favor the Drag-Along Notice and Management Investors shall otherwise cooperate in any such transaction and will take all necessary and desirable actions in connection with the Drag-Along Sale as are reasonably requested by the Controlling Shareholders, including, without limitation, the execution of an agreement to effect the Deemed Liquidation Event; (ii) otherwise consent foregoing in writing form and substance reasonably satisfactory to the Deemed Liquidation Event; Controlling Shareholders and the Person effecting the purchase (iii) sell including any indemnification, contribution or transfer all of its Equity Securities similar obligations or the same percentage of its Equity Securities of the Company as the Drag Holders sell agreements on the same terms and conditions as were agreed the Controlling Shareholders). The Controlling Shareholders shall have no liability to by Management Investors if the transaction described in the Drag Holders; provided, however, that such Along Notice fails to occur for any reason. Any Shares which are not sold pursuant to this Section 3.6 shall remain subject to all other terms and conditionsconditions of the Agreement, including with respect to price paid or received per Equity Security the continuation of the Company, may differ as between different classes of Equity Securities of Controlling Shareholder’s right to exercise the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)Drag-Along Right.

Drag-Along Rights. If (i) In the holders of a majority event that all Founder Stockholders, Series C-2 Investing Stockholders and Series D Investing Stockholders, in each case who holds 5% or more of the voting power Stockholder Shares, desire to sell (each, a “Selling Stockholder”) all of such Stockholders’ Stockholder Shares to a bona fide purchaser (a “Third-Party Purchaser”), such Selling Stockholders shall have the then outstanding Ordinary Shares and (ii) right to require the Majority Investors other Stockholders (the “Drag HoldersNon-Selling Stockholders”) approve to sell all of their Stockholder Shares to such Third-Party Purchaser in writing connection with such sale on the same terms as such Selling Stockholders shall sell such Stockholder Shares and at a proposed Deemed Liquidation Event which implies a valuation price per share equivalent to the price per share of Stockholder Shares to be received by such Selling Stockholders in connection with such sale. Such right shall be exercisable by written notice setting forth the Company of no less than US$650 millionprice, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Eventsale, whereupon given by such Selling Stockholders (a “Buyout Notice”) to each Non-Selling Stockholder. The Buyout Notice shall state such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and Selling Stockholders’ proposal to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holdersof Stockholder Shares of every party to such Third-Party Purchaser. Each Non-Selling Stockholder agrees that, provided that it upon receipt of a Buyout Notice, such Non-Selling Stockholder shall be liable only up obligated to sell all of its Stockholder Shares for its pro rata portion (determined assuming exchange, conversion or exercise of all outstanding Stockholder Shares) of the net proceeds paid purchase price described in the Buyout Notice and upon the other terms and conditions of such transaction (and to otherwise take all reasonably necessary action to cause consummation of the proposed transaction, including voting such Shareholder Stockholder Shares in favor of any such transaction). In connection with such Deemed Liquidation Event. Without limiting the foregoing sentenceany transaction, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreementseach Non-Selling Stockholder hereby waives, and agrees to execute upon the reasonable request of the Selling Stockholders or the Company at any time such further documents evidencing such waiver of, any dissenters’ rights, appraisal rights or any similar representations and warranties), and shall not be liable for the breach of any representation, warranty rights it may now have or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration subsequently acquire in respect thereof in such Deemed Liquidation Event in proportion toof Stockholder Shares under any applicable federal, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)state or other law.

Drag-Along Rights. If Endo LLC shall propose to Transfer at least 60% of all shares of Common Stock then owned by Endo LLC to a Third Party, then (i) in addition to the holders of a majority rights of the voting power Management Stockholders to participate in such Transfer pursuant to Section 5.4(a) hereof) Endo LLC may, at its option, require the Management Stockholders (collectively, the "Remaining Holders"), include in such Transfer to the Third Party such number of shares of Common Stock then owned by such Remaining Holder, as determined in accordance with this Section 5.4(b). Endo LLC shall send written notice (the "Drag-Along Notice") of the then outstanding Ordinary Shares and (iiexercise of its rights pursuant to this Section 5.4(b) the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation to each of the Company of no less than US$650 millionRemaining Holders, then setting forth the Company shall promptly notify each other Shareholder in writing of such approval consideration per share to be paid by the Third Party and the other material terms and conditions of such transaction. The Drag-Along Notice shall state that the Remaining Holders shall be required to participate in the proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all Transfer of such Shareholder’s voting Equity Securities shares of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing Common Stock to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or Third Party according to the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed of this Section 5.4(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security Third Party. Within 15 days following the receipt of the CompanyDrag-Along Notice, may differ as between different classes of Equity Securities each of the Company in accordance with their relative liquidation preferences as set forth Remaining Holders shall deliver to a representative of Endo LLC designated in the Restated Memorandum and Articles. Each Shareholder furthermore agrees Drag-Along Notice certificates representing all shares of Common Stock held by such Remaining Holder, duly endorsed, together with all other documents required to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder executed in connection with such Deemed Liquidation Eventtransaction. Without limiting In the foregoing sentence, no Shareholder who is not an employee, officerevent that any Remaining Holder should fail to deliver such certificates to Endo LLC, the Founder or Controlling Shareholder Company shall cause the books and records of a Group the Company to show that such shares are bound by the provisions of this Section 5.4(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to make any representations or warranties other than with respect participate in the proposed Transfer to itself the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (including without limitation due authorizationx) the total number of shares to be acquired by the Third Party, title to sharestimes (y) a fraction, enforceability the numerator of applicable agreementswhich shall be the total number of shares of Common Stock then owned by such Remaining Holder, and similar representations the denominator of which shall be the total number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Remaining Holders. The maximum number of shares of Common Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 5.4(b) shall be the total number of shares of Common Stock then owned by such Remaining Holder. If, within 120 days after Endo LLC gave the Drag-Along Notice, it shall not have completed the Transfer of all the shares of Common Stock of the Remaining Holders in accordance with this Section 5.4(b), Endo LLC shall return to each of the Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and warrantiesthat were not purchased pursuant to this Section 5.4(b). Promptly (but in no event later than 5 days) after the consummation of the Transfer of Common Stock of Endo LLC and Remaining Holders pursuant to this Section 5.4(b), Endo LLC shall give notice thereof to the Remaining Holders, shall remit to each of the Remaining Holders the total consideration in respect of the shares of Common Stock of such Remaining Holder which were so transferred, and shall not be liable for furnish such other evidence of the breach completion and time of any representation, warranty or covenant made by any other Person in connection with completion of such Deemed Liquidation Event (except to Transfer and the extent that (A) a Shareholder terms thereof as may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in reasonably requested by such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)Remaining Holders.

Drag-Along Rights. (a) If (i) the holders Sponsor Funds propose a transaction involving the Transfer of Common Stock or a majority transaction involving the Transfer of any portion of the voting power assets of the Company (whether through a stock sale, a merger, a recapitalization, a consolidation transaction, a transaction involving the transfer of the assets of the Company or otherwise) to any Person other than a member of the Apollo Group (a “Prospective Purchaser”), then outstanding Ordinary Shares and (ii) the Majority Investors Sponsor Funds shall have the right (the “Drag HoldersAlong Right”) approve in writing to compel the remaining Stockholders (the “Drag Along Stockholders”) to sell their shares of Common Stock to the Prospective Purchaser for a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval consideration per share and the material on terms and conditions no less favorable to the Drag Along Stockholders than those the Sponsor Funds obtain for their Common Stock (and in the case of a transfer of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from shares or a transfer of assets of the Company, (i) or other transaction requiring the vote all of such Shareholder’s voting Equity Securities of the Company Drag Along Stockholders, this Drag Along Right requires the Drag Along Confidential Treatment Requested by The Fresh Market Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 Stockholders to vote their shares in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing transaction and to tender their shares for the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holderstransaction consideration); provided, however, that the Drag Along Stockholders shall not be required to (i) make any representations and warranties to the Prospective Purchaser other than those representations and warranties made by the Sponsor Funds, (ii) be subject to any additional covenants and indemnification obligations than those to which the Sponsor Funds are subject to, or (iii) pay indemnity to the Prospective Purchaser (other than in cases of fraud) in excess of the aggregate consideration received by such terms Drag Along Stockholder in the transaction (which indemnity obligations shall be several, and conditionsnot joint and several, including among the Stockholders and shall be on a pro rata basis based on the relative consideration (whether in cash or otherwise) received or to be received by each such Stockholder, other than obligations that relate specifically to a particular Stockholder such as indemnification with respect to price paid or received per Equity Security representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of such Stockholder’s shares of Common Stock). In addition, the obligations of each Drag Along Stockholder pursuant to this Section 3 are subject to the satisfaction of the Companycondition that each Drag Along Stockholder will receive the same form and amount of consideration with respect to each share of Common Stock as each other Stockholder receives with respect to such Stockholder’s shares of Common Stock; provided, however, that any Drag Along Stockholder who does not deliver representations and warranties satisfactory to the Company that it is an “accredited investor” within the meaning of Rule 501 under the Securities Act (unless another exemption from registration under the Securities Act is available), may differ be excluded from receiving any securities in connection with such Transfer and such Drag Along Stockholder shall receive, in lieu thereof, an amount in cash equal to the fair value (as between different classes determined by the Company Board) of Equity Securities the securities which such Drag Along Stockholder would otherwise receive in connection with such Transfer. The number of shares subject to the Drag Along Right shall be, as to each Drag Along Stockholder, a number of shares of Common Stock that represents the Proportionate Percentage of all shares of Common Stock owned by such Drag Along Stockholder. The Sponsor Funds shall exercise the Drag Along Right by giving written notice (the “Drag Along Notice”), not less than 20 days prior to consummation of the transfer to the Prospective Purchaser, to the Company and the Drag Along Stockholders stating: (A) that they propose to effect such a transaction; (B) the name of the Prospective Purchaser; (C) the proposed purchase price per share of Common Stock or for such assets; (D) the Proportionate Percentage; (E) that all the Drag Along Stockholders shall be obligated to sell their shares upon terms and conditions no less favorable to the Drag Along Stockholders than those the Sponsor Funds are able to obtain for their shares, including entering into agreements with other persons on terms substantially identical to or more favorable to the Drag Along Stockholders than those applicable to the Sponsor Funds and obtaining any required consents; and (F) in the case of a transfer, whether through a stock sale, a merger, a recapitalization, a consolidation transaction, a transaction involving the transfer of the assets of the Company or otherwise, of such shares or of such assets in accordance with a transaction requiring the vote of or tenders by the Drag Along Stockholders, that all the Drag Along Stockholders shall be obligated to vote in favor of such transaction and, if applicable, tender their relative liquidation preferences as set forth in shares for the Restated Memorandum and Articlestransaction consideration. Each Shareholder furthermore agrees Drag Along Stockholder affirms that its agreement to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection vote for the approval of the transaction with respect to the consummation transfer of such Deemed Liquidation Event and shares or assets to effect the sale and transfer Prospective Purchaser under this Section 3 is given as reasonably requested by a condition of this Agreement and as such is coupled with an interest and is irrevocable. This voting agreement shall remain in full force and effect throughout the Drag Holders, provided time that it shall be liable only up this Section 3 is in effect. It is understood that this voting agreement relates solely to the net proceeds paid to such Shareholder transaction with a Prospective Purchaser as described in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, this Section 3 and does not exceed, constitute the amount of consideration paid agreement to such Shareholder in connection with such Deemed Liquidation Event, vote or consent as to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)other matters.

Drag-Along Rights. If A. In the event the Selling Group determines to accept an offer from an unaffiliated third person (other than any Affiliate of a member of the Selling Group) to acquire 100% of the outstanding shares of Company Stock, then, subject to Section V.C below, at the option of the Selling Group, each of the other Stockholders shall sell, and shall cause any Affiliate of such Stockholder to sell, all shares of Company Stock held by such Stockholder or such Affiliate pursuant to such offer to purchase (the "Drag-Along Sale"). All holders of Company Stock (i) shall receive in such Drag-Along Sale the holders same consideration per share of a majority each class of Company Stock, shall be subject to the voting power same terms and conditions of sale and shall otherwise be treated equally or, where appropriate, pro rata based upon -------- the then outstanding Ordinary Shares number of shares of such class of Company Stock held by each Stockholder, and (ii) shall execute such documents and take such actions, including the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation voting of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities shares or the same percentage of its Equity Securities of acting by written consent, as may be reasonably required by the Company as Selling Group Representative in order to effect the Drag Holders sell Drag-Along Sale. Any such sale by any Stockholder shall be on the same terms and conditions as were agreed to the proposed Drag-Along Sale by the Drag HoldersSelling Group; provided, -------- however, that all selling Stockholders shall share pro rata, based upon the ------- -------- number of shares of each class of Company Stock being sold by each, in any escrow or holdback (which shall be limited to 20% of the cash consideration received by all Stockholders with respect to the shares of Company Preferred Stock and Company Common Stock) established for satisfying indemnity liabilities to the purchaser in the Drag-Along Sale (other than Title Representations, which shall be the sole responsibility of each seller); provided, further that each -------- ------- Stockholder's sharing obligation hereunder with respect to such indemnity or other liabilities shall be limited to such escrow or holdback except for the Title Representations. In no circumstance whatsoever hereunder shall any recourse be had to such Stockholder, whether by levy or execution, or under any law, or by the enforcement of any assessment or penalty or otherwise, it being understood that the sole recourse for enforcing such Stockholder's obligation shall be to such escrow or holdback, except for the Title Representations. Any amount returned to selling Stockholders from such escrow or holdback shall be returned pro rata in proportion to the number of shares of Common Stock held by -------- them. The consideration for such Drag-Along Sale may be in any form; provided, however, that such terms and conditions, including with respect consideration must include cash (exclusive of cash -------- ------- deposited in escrow or holdback) in an amount sufficient to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth allow each participant in the Restated Memorandum Drag-Along Sale to pay its federal and Articles. Each Shareholder furthermore agrees to make other customary covenants state taxes on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up transaction at assumed rates equal to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of highest applicable agreements, federal and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)state rates.

Drag-Along Rights. If (i) at any time the holders of a majority Stockholders propose to sell all of the voting power of Shares held by them, the then outstanding Ordinary Shares and (ii) the Majority Investors Stockholders may give written notice (the “Drag Holders”"WRITTEN NOTICE") approve in writing a proposed Deemed Liquidation Event which implies a valuation of thereof to the Company of no less than US$650 million, then Executive. The Written Notice shall specify the Company shall promptly notify each other Shareholder in writing of such approval buyer or buyers and the material terms and conditions of such proposed Deemed Liquidation Eventtime, whereupon each such Shareholder shalldate, in accordance with instructions received from place, sale price for the Company, liquidation analysis (ias defined below) vote all of and payment terms at and upon which such Shareholder’s voting Equity Securities sale shall take place. Upon the giving of the Company in favor of Written Notice, the Deemed Liquidation Event; (ii) otherwise consent in writing Executive shall be obligated to sell to the Deemed Liquidation Event; buyer or buyers specified in the Written Notice all shares of capital stock owned or controlled by him (including convertible securities, options, and (iiiother rights to acquire shares) sell or transfer all of its Equity Securities or at the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences share determined as set forth in the Restated Memorandum liquidation analysis and Articlesotherwise on the same terms as those upon which the Stockholders are selling their shares to such buyer or buyers. Each Shareholder furthermore agrees Upon the receipt of the Written Notice, the Executive shall cause to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with be surrendered to the consummation Corporation, for delivery to the buyer or buyers upon the closing of such Deemed Liquidation Event sale by the Stockholders against receipt of appropriate payment therefor, a certificate or certificates evidencing ownership of Executive's shares of capital stock, duly endorsed in blank with all requisite transfer stamps affixed, if any. For purposes of this Section 1(c), the "LIQUIDATION ANALYSIS" shall be a determination of the price per share payable to each stockholder if the Corporation was sold for the aggregate purchase price proposed by the buyer or buyers and the proceeds from such sale were utilized to effect pay (x) all creditors of the Corporation, including trade payables and the costs of the sale and transfer under this Section 3 as reasonably requested by (y) thereafter, the Drag Holders, provided that it shall be liable only up remaining proceeds were distributed to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties stockholders of the Company Corporation as described in the Amended and Restated Certificate of Incorporation. For purposes of the liquidation analysis, (i) if a holder of Preferred Stock would receive more consideration by converting his or its shares of Preferred Stock into shares of Common Stock, then such holder will be presumed to have converted such shares and (Bii) funds may if a holder holds a right to acquire shares of capital stock which are then exercisable and if such holder would receive more consideration upon exercise of such right than the exercise price, then such holder will be presumed to have exercised such right and paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)such exercise price.

Drag-Along Rights. If Prior to the initial Public Offering by the Company, in the event that the Fortress Shareholders shall propose to transfer, in one or more transactions, more than 50% of the Shares they collectively own to a Proposed Purchaser, the Fortress Shareholders shall have the right and option (the "Drag Along Right"), but not the obligation, to compel the Participant to participate in such sale, at the same price (which shall take into account all consideration proposed to be paid by the Proposed Purchaser to the Fortress Shareholders in such sale) and on the same terms and subject to the same conditions as the sale proposed by the Fortress Shareholders, by transferring up to the same proportion of the Restricted Shares held by the Participant pursuant to this Agreement (whether or not the restrictions on Transfer have previously lapsed) as the proportion of the Fortress Shareholders' Shares that shall be transferred in such sale. Notwithstanding any other provision of this Agreement, any otherwise applicable restrictions on Transfer shall not apply to a Transfer pursuant to this Section 14(b) and, after the consummation of such Transfer, shall not apply to such formerly Restricted Shares in the hands of the Proposed Purchaser or the Proposed Purchaser's successors. Fortress Shareholders may exercise the Drag Along Right in respect of any such sale by notifying the Company and the Participants in writing no later than fifteen (15) days prior to the proposed effective date of such proposed sale of (i) the holders of a majority of proposed purchase price to be paid by the voting power of the then outstanding Ordinary Shares and Proposed Purchaser in such sale, (ii) the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; sale and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities proposed effective date of the Company as proposed sale. Upon receipt of such notice, the Drag Holders sell on the same terms Participant shall execute and conditions as were agreed to deliver any purchase agreement or other certificate, instrument or other agreement required by the Drag Holders; provided, however, that such terms and conditions, including with respect Proposed Purchaser to price paid consummate the proposed sale on or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up prior to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)proposed effective date.

Drag-Along Rights. (a) If (i) the holders Majority Stockholders desire to Transfer for value (including, without limitation, for cash, equity securities or notes), in a transaction or series of related transactions all of their Shares to an unaffiliated third party (“Stockholder Sale”) and such Stockholder Sale is unanimously approved by the Board, and/or (ii) the Board unanimously approves a sale of the Company to an unaffiliated third party (whether by merger, consolidation, reorganization, sale of all or substantially all of the Company’s assets, sale of a number of Shares equal to a majority or more of the issued and outstanding Shares, or other form of business combination) (“Company Approved Sale”),each Stockholder shall (subject to the further provisions of this Section 4.1 including, without limitation, the payment of the consideration set forth herein) consent to and raise no objection against such Stockholder Sale or Company Approved Sale and, if applicable, waive any dissenters’ rights, appraisal rights or similar rights. Notwithstanding the above, a Stockholder Sale or Company Approved Sale shall only require approval of a majority of the voting power Board, and the approval of the then outstanding Ordinary Shares and (ii) Majority Stockholders in the Majority Investors (case of a Stockholder Sale, if the “Drag Holders”) approve consideration to be received by the NZ Stockholders in writing connection with such Stockholder Sale or Company Approved Sale reflects a proposed Deemed Liquidation Event which implies a total valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities at least $25,000,000. Upon demand of the Company in favor or the Majority Stockholders, as the case may be, each Stockholder shall take (subject to the further provisions of this Section 4.1, including, without limitation, the payment of the Deemed Liquidation Event; (iiconsideration set forth herein) otherwise consent all reasonably necessary and desirable actions to facilitate the consummation of the Stockholder Sale or Company Approved Sale, as the case may be, including, but not limited to, the release of information and documentation and execution of such agreements and such instruments that are customarily executed and delivered in writing such transactions and the taking of such other actions as are reasonably necessary or reasonably requested to provide representations, warranties, indemnities, covenants and other obligations in connection with such Stockholder Sale or Company Approved Sale, as the Deemed Liquidation Event; case may be, and (iii) sell or transfer each Stockholder agrees to Transfer all of its Equity Securities its, his or her Shares to such unaffiliated third party at the same percentage of its Equity Securities of the Company as the Drag Holders sell on consideration per Share and upon the same terms and conditions as were agreed those provided for in the Stockholder Sale or Company Approved Sale, as the case may be, and to pay a pro rata portion of all reasonable and customary out-of-pocket transaction expenses not otherwise paid (or required to be paid) by the Drag HoldersCompany (but in any event not in excess of the pro rata net sale proceeds received by such Stockholder pursuant to such Stockholder Sale or Company Approved Sale) and to accept and assume a proportionate share (based on Shares Transferred by him, her or it in the transaction) of liability for breaches of representations, warranties, indemnities, covenants and agreements and other obligations of the Company in connection therewith whether by way of several liability to the unaffiliated third party or a contribution agreement among the Stockholders; provided, however, that the liabilities of such terms and conditions, including Stockholder with respect to price paid or such representations, warranties, indemnities, covenants and agreements and other obligations shall not exceed the pro rata net sale proceeds received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of by such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid Stockholder pursuant to such Shareholder in connection with such Deemed Liquidation EventStockholder Sale or Company Approved Sale. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of The only representations and warranties that a Group Company Stockholder shall be required to make any representations in connection with such Stockholder Sale or warranties other than Company Approved Sale are with respect to itself his, her or its ownership of the Shares to be sold by him, her or it (including without limitation due authorizationhis, her or its ability to convey title free and clear of all liens, encumbrances, adverse claims or similar restrictions; no conflicts with agreements to shareswhich he, enforceability of applicable agreements, she or it is a party; no conflicts with law; authority; and similar representations and warrantiesenforceability), and ; provided no Stockholder shall not be liable (on a pro rata basis or otherwise) for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company any other Stockholder made in its individual capacity as to its individual ownership, authorization and (B) funds may be paid out of an escrow established other related matters which apply only to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)such Stockholder.

Drag-Along Rights. If (i) the holders at any time prior to an Initial Public Equity Offering, any Investor or Investors and/or any of a majority their re- spective Affiliates determines to sell all of the voting power of the then outstanding Ordinary Shares and (ii) the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation Capital Stock of the Company owned by them to a Person other than an Investor or an Affiliate of no less than US$650 millionan Investor in a transaction resulting in a Warrant Change of Control, then the Company transferring Investor or Investors (whether directly or through an Affiliate) shall promptly notify each other Shareholder have the right to require the Holders of Subject Equity to sell such Subject Equity to such transferee; provided that (a) the consideration to be received by the Holders of Subject Equity shall be the same type of consideration received by the Investors and their Affiliates and, in writing any event, shall be cash or freely transferable marketable securities, and (b) after giving effect to such transaction, the Investors and their Affiliates shall not own, directly or indirectly, any Capital Stock or rights to purchase Capital Stock of such approval the Company. Any Warrants and/or Registrable Securities purchased from the Holders thereof pursuant to this Section 3.3 shall be paid for at the same price per share of Common Stock and upon the material same terms and conditions of such proposed Deemed Liquidation Eventtransfer of Common Stock by the Investors and their Affiliates. Notwithstanding the foregoing, whereupon each such Shareholder shallshares of Convertible Preferred Stock being transferred by an Investor or its Affiliates shall be entitled to receive the Fair Market Value of consideration, up to but not in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities excess of the Company in favor aggregate liquidation preference of, plus accrued and unpaid dividends on, such shares of the Deemed Liquidation Event; (ii) otherwise consent in writing Convertible Preferred Stock prior to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount payment of consideration in respect of that Subject Equity which the holder thereof is obligated to sell. In the event that the Fair Market Value of consideration that is paid in respect of any shares of Convertible Preferred Stock being transferred by an Investor or its Affiliates is in excess of its aggregate liquidation preference plus accrued and unpaid dividends, such Deemed Liquidation Event in proportion to, and does not exceedshares of Convertible Preferred Stock shall be deemed for all purposes of this provision to have been converted into Common Stock immediately prior to such transfer. The price per Warrant to be paid by the proposed purchaser shall be less the exercise price of such Warrant per share. If the Subject Equity to be purchased includes securities other than Common Stock, the amount of consideration paid price to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out for such securities shall be the same price per share or other denomination paid by the proposed purchaser for like securities purchased from the Investors and their Affiliates or, if like securities are not purchased from the Investors and their Affiliates, the Fair Market Value of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)such securities.

Drag-Along Rights. If (i) the holders of a majority at least 65% of the voting power outstanding shares of the then outstanding Ordinary Shares and (ii) the Majority Investors Company’s capital stock (the “Drag Selling Holders”) and the Company’s Board of Directors, shall approve in writing a proposed Deemed Liquidation Event which implies a valuation the sale of all or substantially all the assets or outstanding stock of the Company (whether structured as a merger, amalgamation, reorganization or otherwise), or any other transaction in which control of no less than US$650 millionthe Company is transferred, in one or a series of bona fide arm’s length transactions (the “Sale”) to a third party (the “Buyer”), then such Selling Holders may require the Company shall promptly notify each other Shareholder in writing to provide written notice of such approval and (the material terms and conditions of such proposed Deemed Liquidation Event“Drag-Along Notice”) to Other Shareholders (as defined below), whereupon each such Shareholder shall, which shall be prepared in accordance with instructions received from Section 4(c). The Sale must provide that holders of the Company, (i) vote all ’s capital stock shall receive the same type and amount of such Shareholder’s voting Equity Securities consideration per share as is received by the other holders of the Company in favor same series or class of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holderscapital stock; provided, however, that if the consideration to be paid in connection with the Sale includes any securities and due receipt thereof by a Shareholder would require under applicable law (x) the registration or qualification of such terms and conditions, including securities or of any person as a broker or dealer or agent with respect to price such securities or (y) the provision to any Shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended, the Company may cause to be paid to any such Shareholder in lieu thereof, against surrender of the capital stock which would have otherwise been sold by such Shareholder, an amount in cash equal to the fair value (as determined in good faith by the Board of Directors) of the securities which such Shareholder would otherwise receive as of the date of the issuance of such securities in exchange for the capital stock. Upon the delivery of such Drag-Along Notice, each Selling Holder and Other Shareholder shall be obligated to and shall: (a) sell, transfer and deliver, or received per Equity Security cause to be sold, transferred and delivered, to such Buyer all of its shares of capital stock of the Company in the Sale at the closing thereof, including any shares issued or issuable upon the exercise or conversion of any warrants, options, convertible securities or other rights to acquire any shares in the capital stock of the Company (the “Convertible Securities”) (and deliver certificates for such issued shares at the closing, free and dear of all liens and encumbrances); (b) if shareholder approval of the Sale is required, vote all of its shares of capital stock of the Company, or provide an irrevocable proxy to vote its shares, in favor thereof; and (c) not exercise any appraisal or dissenters’ rights to which such Other Shareholder or Selling Holder may differ as between different classes be entitled. For purposes of Equity Securities of this Agreement, the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each term “Other Shareholder” refers to any Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)Selling Holder.

Drag-Along Rights. If at any time prior to an Initial Public Equity Offering, any Permitted Holders or any of their respective Affiliates determines to sell all of the Capital Stock of the Company owned by them to a Person other than a Permitted Holder or its Affiliate in a transaction resulting in a Change of Control, the transferring Permitted Holder (whether directly or through an Affiliate) shall have the right (the "DRAG-ALONG RIGHT") to require the Holders of Subject Equity to sell such Subject Equity to such transferee; PROVIDED that (i) the holders consideration to be received by the Holders of a majority Subject Equity shall be the same type of consideration received by the voting power of the then outstanding Ordinary Shares Permitted Holders and their Affiliates and, in any event, shall be cash or freely transferable marketable securities, and (ii) after giving effect to such transaction, the Majority Investors (Permitted Holders making the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation transfers and its Affiliates shall not own, directly or indirectly, any Capital Stock or rights to purchase Capital Stock of the Company of no less than US$650 millionCompany. Any Warrants or Registrable Securities, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Eventor both, whereupon each such Shareholder shall, in accordance with instructions received purchased from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing Holders thereof pursuant to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or this Section 3.3 shall be paid for at the same percentage price per share of its Equity Securities of the Company as the Drag Holders sell on Common Stock and upon the same terms and conditions as were agreed to such proposed transfer of Common Stock by the Drag Holders; providedPermitted Holders and their Affiliates. The price per Warrant to be paid by the Proposed Purchaser shall be less the aggregate Exercise Price of such Warrant. If the Subject Equity to be purchased includes securities other than Common Stock, howeverthe price to be paid for such securities shall be the same price per share or other denomination paid by the Proposed Purchaser for like securities purchased from the Permitted Holders and their Affiliates or, that if like securities are not purchased from the Permitted Holders and their Affiliates, the Fair Market Value of such terms and conditions, including with respect to price paid or received per Equity Security of securities determined by a nationally recognized investment banking firm selected by the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company).

Drag-Along Rights. If (i) the holders of at least a majority of the outstanding Class A Units (on an as-converted basis) approve a transaction that would result in the acquisition of the LLC by another Person which is not an Affiliate of any such holders approving such transaction, by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation, sale, assignment, transfer, distribution or EXECUTION COPY issuance of stock with respect to the LLC) and pursuant to such transaction the Members of the LLC immediately prior to such transaction will not hold, directly or indirectly, at least a majority of the voting power of the then outstanding Ordinary Shares and surviving or continuing entity (iia “Drag-Along Transaction”), then, upon thirty (30) days written notice to the Majority Investors other Members of the LLC (the “Drag HoldersDrag-Along Notice”) approve in writing a proposed Deemed Liquidation Event ), which implies a valuation notice shall include substantially all of the Company details of no less than US$650 millionthe proposed transaction, then including the Company shall promptly notify each other Shareholder in writing proposed time and place of such approval closing and the material terms consideration to be received by the Members in such transaction, each Member shall raise no objection to such Drag-Along Transaction and conditions of be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such proposed Deemed Liquidation Eventthird party, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or Units in the same percentage transaction at the closing thereof (and will deliver such Units free and clear of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holdersall liens, claims, or encumbrances); provided, however, that the aforementioned obligation to sell, transfer and deliver, or cause to be sold, transferred and delivered, all of its Units to the respective third party shall not apply except in the event of a Qualified Drag Along Transaction. The proceeds from such terms and conditions, including with respect Drag-Along Transaction shall be distributed to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company Members in accordance with proportion to their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees entitlements to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and distributions pursuant to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders9.3; provided that, provided that it shall be liable only up to the net proceeds paid to from the Qualified Drag-Along Transaction shall be deemed a constructive sale of the assets of the LLC solely for the purpose of adjusting the Members respective capital accounts in the manner that such Shareholder in connection with capital accounts would have been adjusted under the terms of this Agreement if the Qualified Drag-Along Transaction had been an asset sale and such Deemed Liquidation Eventconstructively adjusted capital accounts shall be used for purposes of determining the distributions that would have been made under Section 9.3 for purposes of this Section 7.9. Without limiting For the foregoing sentenceavoidance of doubt, no Shareholder who is AzTE shall not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect warranties, or to itself (including without limitation due authorizationprovide indemnification, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except any Drag-Along Transaction, other than as to the extent that (A) a Shareholder may be liable, pro rata based on AzTE’s unencumbered title to its share ownership Units and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)good standing.

Drag-Along Rights. If (i) the holders of at least seventy-five percent (75%) of the then outstanding Preferred Shares approve a majority transaction to sell, or in any other way, directly or indirectly convey, assign, distribute, pledge, encumber or otherwise dispose of all or substantially all of the Company's assets, property or business or merge into or consolidate with any other corporation (other than a wholly-owned subsidiary of the Company) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the then outstanding Ordinary Shares Company is disposed of (collectively, a "Drag- Along Transaction"), then, upon thirty (30) days written notice to the other Stockholders and (ii) the Majority Investors Company (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event "Drag-Along Notice"), which implies a valuation notice shall include reasonable details of the Company proposed transaction, including the proposed time and place of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval closing and the material terms consideration to be received by the Stockholders in such transaction, each Stockholder shall be obligated to, and conditions shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such third party, all of such proposed Deemed Liquidation Eventhis Equity Securities in the same transaction at the closing thereof (and will deliver certificates for all of his shares at the closing, whereupon each such Shareholder shallfree and clear of all liens, in accordance with instructions claims, or encumbrances except those arising under this Agreement and the Amended and Restated Investors' Rights Agreement of even date herewith). Each Common Holder shall receive the same consideration per share on an as-converted to Common Stock basis upon consummation of the Drag-Along Transaction as is received from by the holders of Preferred Shares after giving effect to any liquidation preference to which any Person is entitled to pursuant to the Company's Certificate of Incorporation, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holdersamended; provided, however, that such terms if within thirty (30) days of receipt of the Drag-Along Notice, the Company irrevocably commits in writing to use its best efforts to complete a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and conditions, including with respect to price paid or received per Equity Security sale of the Company, may differ as between different classes 's Common Stock at a price per share of not less than the price per share which the holders of the Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees (on an as-converted to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with Common Stock basis) would receive upon the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by Drag-Along Transaction (a "Qualified IPO"), then the Drag Holders, provided closing of the Drag-Along Transaction shall be suspended until the earlier of (i) one hundred twenty (120) days after the Company so commits or (ii) the date the Company determines that it shall will be liable only up unable to complete the net proceeds paid to Qualified IPO within such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)120-day period.

Drag-Along Rights. If (ia) Anything in this Agreement to the holders of a majority of contrary notwithstanding, in the voting power of event that the then outstanding Ordinary Shares and (ii) the Majority Investors Guarantee Stockholder or any Permitted Transferee thereof (the “Drag HoldersSelling Stockholders”) approve in writing desires to Transfer to a proposed Deemed Liquidation Event which implies a valuation Third Party Shares representing more than 40% of the Company outstanding shares of no less than US$650 millionFully Diluted Common Stock, then the Company Selling Stockholders shall promptly notify each have the right to require the other Shareholder in writing of such approval and Stockholders (the material terms and conditions of such proposed Deemed Liquidation Event“Non-selling Stockholders”) to sell, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or at the same percentage of its Equity Securities of the Company as the Drag Holders sell price and on the same terms and conditions on which the Selling Stockholders propose to Transfer Common Shares held by them, to such Third Party as were agreed to may be designated by the Drag Holders; providedSelling Stockholders, howeversuch number of Common Shares held by each Non-Selling Stockholder as is determined by multiplying the number of Common Shares held by each such Non-Selling Stockholder by a fraction, the numerator of which shall be the number of Common Shares to be Transferred by the Selling Stockholders and the denominator of which shall be the aggregate number of Common Shares then held by all the Selling Stockholders at that time. The Selling Stockholders may exercise such right by giving the Non-Selling Stockholders a written notice (the “Call Notice”) at least thirty (30) days prior to the date of the proposed closing of such Transfer, which Call Notice shall set forth the price and other terms and conditionson which all such Common Shares, including the Common Shares to be Transferred by the Selling Stockholders, are to be Transferred, the identity of the proposed purchaser and the date of the proposed closing with respect to price paid or received per Equity Security such Transfer. Upon receipt of a Call Notice, each Non-Selling Stockholder shall become obligated to Transfer the Company, may differ as between different classes number of Equity Securities of the Company in accordance with their relative liquidation preferences as Common Shares held by it and set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up Call Notice to the net proceeds paid to proposed purchaser at such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)closing.

Drag-Along Rights. If (i) In the holders of a majority event that the CVC Shareholders wish to transfer Equity Securities Controlled by it and its Permitted Transferees representing 50.1% or more of the voting power of outstanding Equity Securities to one or more transferees (whether by merger or otherwise) other than to a Permitted Transferee, and said transferee or transferees desire to acquire 50.1% or more of the then outstanding Ordinary Shares Equity Securities in the Company Controlled by the CVC Shareholders and (ii) their Permitted Transferees upon the Majority Investors same terms and conditions as agreed to with the CVC Shareholders, then, at the sole discretion of the CVC Shareholders, the CVC Shareholders may cause one or more other Shareholders (the “Drag HoldersDragged Shareholders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its or their Equity Securities to said transferee or transferees (or to vote such Equity Securities in favor of any merger or other transaction which would effect a transfer of such Equity Securities and to waive its appraisal or dissenters’ rights with respect to such transaction) at the same percentage of its price (including with respect to non-voting Equity Securities of the Company as the Drag Holders sell Securities) and on the same terms and conditions as were agreed to by the Drag Holders; providedCVC Shareholders, however, provided that such terms the Dragged Shareholders will have no obligation to make representations and conditions, including with respect to price paid warranties or received per Equity Security give indemnities regarding the condition of the CompanyCompany (provided that any drag along rights exercised against any Additional Shareholder or the Centel Shareholders shall only be exercised on a proportionate basis against all Additional Shareholders and the Centel Shareholders). In such case, may differ as between different classes the CVC Shareholders shall give written notice of such transfer to each other Shareholder the Equity Securities of which the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees CVC Shareholders intend to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with cause to be transferred pursuant to this Section 5.4 at least forty-five (45) days prior to the consummation of such Deemed Liquidation Event and transfer or vote, setting forth: (i) the consideration to effect the sale and transfer under this Section 3 as reasonably requested be received by the Drag Holders, provided that it shall be liable only up to Shareholders; (ii) the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting identity of the foregoing sentence, no Shareholder who is not an employee, officer, transferee or transferees; (iii) the Founder or Controlling Shareholder date of a Group Company shall be required to make any representations or warranties other than with respect to itself the proposed transfer; and (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by iv) any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership material terms and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties conditions of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)proposed transfer.

Drag-Along Rights. If (i) If, prior to the consummation of an ------------------ Initial Public Offering, the Board of Directors of the Company and the holders of a majority of the voting power of the then outstanding Ordinary Shares and (ii) the Majority Investors (the “Drag Holders”) capital stock entitled to vote thereon approve in writing a proposed Deemed Liquidation Event which implies a valuation sale of the Company to a Person other than a Permitted Holder, including a sale of no less than US$650 millionthe Company initiated by the holders of the Class A Convertible 8% Cumulative Preferred Stock of the Company (the "Class A Holders") pursuant to their agreements with the Company, then then, upon 30 days' written notice, which notice shall include reasonable details of the proposed sale, including the proposed time and place of the closing and the consideration to be received by the Company's shareholders (including the Class A Holders), the Company shall promptly notify each have the right to require the holders of the Warrants to sell, transfer and deliver or cause to be sold, transferred and delivered, to such Person, their Warrants in the same transaction at the closing thereof; provided that the consideration -------- to be received by all Holders shall be the same (in terms of price per share, terms, conditions and in all other Shareholder in writing of such approval and material respects) as that to be received by the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shallCompany's other shareholders and, in accordance with instructions received from any event, shall be cash and/or securities registered under the CompanySecurities Act and listed on a national securities exchange or authorized for quotation on The Nasdaq Stock Market, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation EventInc.; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms and conditions as were agreed to by the Drag Holders; provided, howeverprovided further, that such terms and conditionsif a Holder of a Warrant has, including with respect prior to price paid or received per Equity Security its -------- ------- receipt of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees a notice pursuant to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by 6.06, entered into a binding agreement to transfer the Drag HoldersWarrants, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and Holder shall not be liable for the breach of any representationprohibited from consummating such transfer, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except notwithstanding anything to the extent that (A) contrary contained in this Section 6.06. Any purchase of Warrants pursuant to this Section shall be deemed a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)"Drag Along Purchase".

Drag-Along Rights. If at any time prior to the Registration Period Commencement Date, JLL Building Products proposes to Transfer all or substantially all of its shares of Common Stock (iother than to a Permitted Transferee), JLL Building Products shall have the right, upon not less than twenty (20) days' prior written notice of such proposed sale (the holders of a majority "Purchase Notice"), which notice shall include all of the voting power of the then outstanding Ordinary Shares and (ii) the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from sale and which notice shall identify the Company, (i) vote all proposed purchaser or purchasers of such Shareholder’s voting Equity Securities shares of Common Stock ("Drag Along Purchaser(s)"), to require each of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing Other Stockholders to sell to the Deemed Liquidation Event; Drag Along Purchaser(s) that number of Shares ("Call Shares") equal to the product, rounded down to the nearest whole number, of (a) a fraction, the numerator of which is the total number of shares of Common Stock proposed to be sold by JLL Building Products, together with its Permitted Transferees, and the denominator of which is the total number of shares of Common Stock then owned by JLL Building Products multiplied by (iiib) sell or transfer all the number of its Equity Securities or Shares then owned by such Other Stockholder. If JLL Building Products shall so elect, JLL Building Products shall arrange for such Drag Along Purchaser(s) to purchase the Call Shares at the same percentage of its Equity Securities of the Company time as the Drag Holders sell on and upon the same terms and conditions as were agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security at which JLL Building Products sells its shares of Common Stock. Upon receipt of the CompanyPurchase Notice, may differ as between different classes of Equity Securities each of the Company in accordance Other Stockholders shall cooperate with their relative liquidation preferences as set forth in the Restated Memorandum JLL Building Products and Articles. Each Shareholder furthermore agrees otherwise take, or cause to be taken, all actions and do, or cause to be done, all things necessary or appropriate to enter into, consummate, and make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect effective the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties purchase of the Company and (B) funds may be paid out Call Shares, together with JLL Building Products' shares of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)Common Stock being so Transferred.

Drag-Along Rights. If (i) at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the holders of a majority of right to require the voting power of the then outstanding Ordinary Shares and (ii) the Majority Investors other Shareholders (the “Drag Holders”"Drag-Along Shareholders") approve in writing a proposed Deemed Liquidation Event which implies a valuation to sell the same percentage of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of Common Stock held by them relative to such Shareholder’s 's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting Equity Securities of the Company agreement or otherwise in favor of the Deemed Liquidation Eventtransactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (iia) otherwise consent in writing the consideration to be received by the Deemed Liquidation Event; other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (iiib) sell or transfer all of after giving effect to such transaction, Sponsor and its Equity Securities or Direct Permitted Transferees shall have sold the same percentage of its Equity Securities their holdings of the Company Common Stock as the Drag Holders sell on the same terms and conditions as were agreed to sold by the Drag HoldersDrag-Along Shareholders; provided, however, that MCLLC and its Direct Permitted Transferees will not be obligated to participate in such terms and conditions, including with respect to price paid or received transaction if the consideration per Equity Security share in such transaction is less than $20.00 per share (as adjusted for Adjustments) of the CompanyCommon Stock, may differ as between different classes and provided, further, that if Sponsor and its Affiliates are selling all of Equity Securities their shares of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder Common Stock in connection with such Deemed Liquidation Event. Without limiting the foregoing sentence, no Shareholder who is not an employee, officerSubstantial Change of Control, the Founder or Controlling Shareholder Drag-Along Shareholders will be required to sell all of a Group Company their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations or and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to itself (including without limitation due authorization, title to shares, enforceability such Shareholder's Shareholder Representations) in ex- cess of applicable agreements, and similar representations and warranties), and shall not be liable for the breach of any representation, warranty or covenant made consideration received by any other Person in connection with such Deemed Liquidation Event (except to the extent that (A) a Drag-Along Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in proportion to, and does not exceed, any escrow relating to such Drag-Along Transaction in excess of the amount of consideration paid Common Stock such Drag-Along Shareholder is required to such Shareholder in connection with such Deemed Liquidation Event, sell pursuant to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)this Section 4.03.

Drag-Along Rights. If (a) Prior to and including the occurrence of a IPO, at any time the Xxxxxxx Stockholder, either acting alone or together with one or more additional Stockholders who collectively (with the Xxxxxxx Stockholder) hold more than fifty percent (50%) of the Outstanding Company Common Stock (collectively, the “Dragging Stockholder”) desire(s) or propose(s) (i) a Transfer for value, directly or indirectly, of Outstanding Company Common Stock held by the holders Dragging Stockholder collectively, constituting all of its Outstanding Company Common Stock, or (ii) a majority sale of all of the voting power assets of the then outstanding Ordinary Shares Company and its Subsidiaries on a consolidated basis, in each case, to any independent third party purchaser (an “Approved Sale”), the Dragging Stockholder shall have the right (the “Drag-Along Right”), by providing notice of such Approved Sale to the Company, to require the Company and each Stockholder to comply with this Section 4.5 with respect to such Approved Sale. Each Stockholder, together with the Company, is hereby obligated to cooperate with, consent to and raise no objections against or, without waiving its rights under this Agreement, assert any claims in connection with such Approved Sale, and each Stockholder is hereby obligated to sell its own Company Common Stock and/or Derivative Securities, as applicable, (i) for its pro rata share based on its equity security ownership of the amounts and consideration set forth in the Company Notice (as defined below), and (ii) the Majority Investors (the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event which implies a valuation of the Company of no less than US$650 million, then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing subject to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or limitations set forth in the same percentage of its Equity Securities of the Company as the Drag Holders sell next paragraph, otherwise on the same terms and subject to the same conditions as were agreed to by which the Drag Holders; provided, however, that such terms and conditions, including Dragging Stockholder is subject with respect to price paid or received per Equity Security its equity securities. In furtherance of the Companyforegoing, each Stockholder acknowledges that no Stockholder shall be entitled to dissenters’ or appraisal rights under any circumstances and such Stockholder waives any such rights as may differ as between different classes exist under applicable law, including the DGCL, with respect to an Approved Sale. The Company shall provide each such Stockholder with written notice of Equity any Approved Sale at least thirty days prior to the consummation thereof setting forth in reasonable detail the terms of such Approved Sale, including the number of shares of Company Common Stock or Derivative Securities to be sold (including, in the case of Derivative Securities, the number of underlying shares of Company Common Stock represented thereby), the identity of the prospective transferee(s), its applicable Per Share Drag Price and form of consideration to be paid in respect of the Company in accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees Common Stock or Derivative Securities to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested be Transferred by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation EventApproved Sale (which, for the avoidance of doubt, does not involve any non pro rata roll over of equity other than in any de minimis respect), and the date on which such Approved Sale is proposed to be consummated (the “Company Notice”). Without limiting the foregoing sentence, no Shareholder who is The Stockholders shall not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties)comply with, and shall not be liable for the breach of any representationhave no rights under, warranty or covenant made by any other Person Section 4.3 and Section 4.4 in connection with such Deemed Liquidation Event (except to the extent that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (B) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders with respect to the Company)Approved Sale.