Common use of Drag Along Clause in Contracts

Drag Along. 4.1 If Transferor sells, other than in a public offering pursuant to a registration statement or pursuant to Rule 144 (or any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "Drag-Along Party" and collectively, the "Drag-Along Parties") to sell to the ---------------- ------------------ Transferee, on the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger Transaction.

Drag Along. 4.1 Each Holder hereby agrees that if Xxxxxxxxxx has agreed to the sale of all or a portion of his Shares to any Person (a “Drag Along Buyer”), then Xxxxxxxxxx shall have the right to require that each Holder (A) vote all of such Holder’s Shares in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (B) if applicable, sell, transfer or exchange the same proportion of such Holder’s Shares as Xxxxxxxxxx is proposing to sell, transfer or exchange with such Drag Along Buyer (calculated as set forth below), and (C) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, as may be reasonably required by Xxxxxxxxxx and the Company in order to carry out the terms and provisions of this Section 2.2 (“Drag Along Rights”); provided, however, that the Holders liability in respect of any representations, warranties, covenants, indemnities or otherwise to the Drag Along Buyer be limited as follows: The aggregate amount of liability in connection with any sale of Shares will not exceed the lesser of each Holder’s pro rata portion of any such liability, to be determined in accordance with such Holder’s portion of the total number of Shares included in such sale. If Transferor sellsrequested to do so by Xxxxxxxxxx, other than in each Holder shall sell a public offering pursuant to a registration statement or pursuant to Rule 144 number of such Holder’s shares determined by multiplying (or any successor provisiona) under the Securities Act, shares total number of Common Stock and/or Series Z Preferred Stock Shares held by such Transferor to Holder (assuming conversion and exercise of all Shares owned by such Holder into Common Stock) by (b) a Transferee in one transaction or a series of related transactions which constitute fraction where the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI numerator is (either party, and any affiliate thereof, being a "Drag-Along Party" and collectively, the "Drag-Along Parties"i) to sell to the ---------------- ------------------ Transferee, on the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded proposed to be sold by Xxxxxxxxxx to the nearest whole share) equal Drag Along Buyer (assuming conversion and exercise of all Shares to be sold by Xxxxxxxxxx to the product of Drag Along Buyer into Common Stock) and the denominator is (iii) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or Xxxxxxxxxx immediately prior to the effective date proposed sale to such Drag Along Buyer (assuming conversion and exercise of all Shares owned by Xxxxxxxxxx into Common Stock) (the Merger Transaction“Drag Along Sale Percentage”).

Drag Along. 4.1 If Transferor sells(a) At any time after the expiry of the 60th month from the date hereof, other than in a public offering pursuant to a registration statement if the Company shall not have undergone an IPO or pursuant to Rule 144 Sale of the Company, and (or any successor provisioni) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer holders of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the IssuerA Shares, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "Drag-Along Party" and collectively, the "Drag-Along Parties") to sell to the ---------------- ------------------ Transferee, on the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) the holders of a fraction with majority of the Ordinary Shares at a numerator minimum price equal to US$200,000,000, being five times of the number Series A financing fully-diluted post-money valuation of the Company (collectively, the 16 “Initiating Sellers”) approve a Sale of the Company (in either case an “Approved Sale”), at the request of the Initiating Sellers, each Shareholder shall approve, consent to and raise no objections to the Approved Sale, and if the Approved Sale is structured as a sale of the issued and outstanding capital stock of the Company (whether by merger, recapitalization, consolidation or sale or Transfer of shares or otherwise), then each Shareholder shall waive any dissenter’s rights, appraisal rights or similar rights in connection with such Sale of Common Stock the Company and Series Z Preferred Stock then being sold each Shareholder shall agree to sell its Shares on the terms and conditions approved by the Transferor and Initiating Sellers. If the holders of a denominator equal majority of the Series A Shares approve a Sale of the Company pursuant to this provision but the holders of a majority of the Ordinary Shares do not so approve, the holders of the Series A Shares shall have the right to sell all their Series A Shares to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as holders of the date hereof --------- (securities acquired Ordinary Shares pro rata at the price contemplated by any intending third party purchaser of the Company in such proposed Sale of the Company. Each Shareholder shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including executing such agreements and instruments and taking such other actions as may be reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements, as the case may be, required for the consummation of such Approved Sale. In the event that any Shareholder fails for any reason to take any of the foregoing actions after the date hereof in any manner shall not be subject reasonable notice thereof, such Shareholder hereby grants an irrevocable power of attorney and proxy to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than Initiating Sellers or an assignee or designee of such Initiating Sellers to take all necessary actions and execute and deliver all documents deemed by such Person to be reasonably necessary to effectuate the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions terms of this Section 4.1 5.9. Subject to clause (c) of this Section 5.9, the restrictions on Transfers of Shares set forth in Sections 5.1, 5.2, 5.3, 5.4 and 5.8 shall not apply in connection with an Approved Sale, notwithstanding anything to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed contrary in cash as of or prior to the effective date of the Merger Transactionthis Agreement.

Drag Along. 4.1 If Transferor sells, other than in a public offering pursuant to a registration statement or pursuant to Rule 144 (or any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group Smitx Xxxup and JEDI (either party, and any affiliate thereof, being a "Drag-Along Party" and collectively, the "Drag-Along Parties") to sell to the ---------------- ------------------ Transferee, on the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger Transaction.

Drag Along. 4.1 (a) If Transferor sellsa Trade Sale, other than in whether structured as a public offering pursuant to a registration statement or pursuant to Rule 144 (or any successor provision) under the Securities Actmerger, shares reorganization, asset sale, sale of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority Control of the then outstanding shares of Common Stock and Series Z Preferred Stock of Company or the Issuer, Holdings and/or its affiliates may, at their option, cause each of Material Group Companies or otherwise (the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "“Drag-Along Party" Sale”), (x) in which the per share price offered by the proposed buyer is no less than two (2) times the Series F-2 Issue Price, and collectivelyis approved by (i) the Preferred Majority (which shall include Freesia, for so long as Freesia holds no less than 25,352,171 Series E Preferred Shares, subject to appropriate adjustment in the "Drag-Along Parties") to sell to the ---------------- ------------------ Transfereeevent of any share dividend, on the same terms and conditions as provided share split, combination or other similar recapitalization with respect to the sale Series E Preferred Shares; provided that written approval given by Transferor to the observer appointed by Freesia with respect hereto shall be deemed as written approval given by Freesia for such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole sharepurpose) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Ordinary Majority at any time after thirty-six (36) months from the Series Z Preferred Stock then being sold by F Issue Date (as defined in the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"Restated M&A); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) in which the consideration per share price offered by the proposed buyer is no less than two and a half (2.5) times Series F-2 Issue Price (as defined in the Restated M&A) and is approved by the Preferred Majority (which shall include Freesia, for so long as Freesia holds no less than 25,352,171 Series E Preferred Shares, subject to appropriate adjustment in the Drag-Along Shares event of any share dividend, share split, combination or other similar recapitalization with respect to the Series E Preferred Shares; provided that written approval given by the observer appointed by Freesia with respect hereto shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (zdeemed as written approval given by Freesia for such purpose) if a Qualified IPO has not been consummated within fifty-four (54) months after the Drag-Along Transaction is a Merger TransactionSeries F Issue Date, the Dragging Shareholders may require all other Members of the Company (the “Dragged Shareholders”) to approve such transaction and to directly or indirectly sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of in any way (the “Transfer”) all their interest in the equity in the Company (the “Called Shares”) to the proposed buyer (the “Proposed Buyer”) (or as the Proposed Buyer directs) in accordance with the provisions of this Section 4.1 shall not apply to 9.2 (the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger Transaction“Drag Along Option”).

Drag Along. 4.1 If Transferor sells, other than in a public offering pursuant to a registration statement or pursuant to Rule 144 (or a) Without limiting any successor provision) rights granted under the Securities ActAMC Stockholders Agreement, shares at any time prior to the IPO Date, Investors (which for purposes of Common Stock and/or Series Z Preferred Stock this Section 3 shall include any Permitted Transferee of any Investor) constituting a Requisite Stockholder Majority (collectively, the “Drag-Along Sellers”) may require each Management Stockholder to include Restricted Shares (including Restricted Shares issuable upon exercise of Vested Options held by such Transferor to Management Stockholder and including Restricted Shares issuable upon exercise of Employee Options that vest as a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority result of the then outstanding shares of Common Stock and Series Z Preferred Stock consummation of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and Exit Sale) in any affiliate thereof, being a "Drag-Along Party" and collectively, the "Drag-Along Parties") Company Sale pursuant to sell to the ---------------- ------------------ Transferee, on the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as Sellers are Transferring at least 90% of the date hereof --------- Shares then held by the Drag-Along Sellers for consideration consisting of cash and cash equivalents (securities acquired after an “Exit Sale”) to an Independent Third Party (a “Drag-Along Transferee”) in a bona fide arm’s length transaction or series of transactions (including pursuant to a stock sale, asset sale, recapitalization, tender offer, merger or other business combination transaction or otherwise) at the date hereof purchase price and upon the terms and subject to the conditions of the Exit Sale (all of which shall be set forth in any manner the Drag-Along Notice). In connection with an Exit Sale, the Company may also require each Management Stockholder to provide his, her or its written consent approving the Exit Sale with respect to all Shares owned by such Management Stockholder, as necessary or desirable to authorize, approve and adopt the Exit Sale. In the event that a sale is proposed pursuant to this Section 3(a), all outstanding proposals to Transfer Restricted Shares shall not immediately be withdrawn and no Transfer of Restricted Shares shall be consummated until the expiration of the time period provided for in Section 3(d). The consummation of an Exit Sale by the Drag-Along Sellers shall be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for sole discretion of the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same Sellers, who shall have no liability or related transaction; obligation whatsoever (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of compliance with this Section 4.1 shall not apply 3) to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed any Management Stockholder participating therein in cash as connection with such Management Stockholder’s Transfer of or prior to the effective date of the Merger TransactionShares.

Drag Along. 4.1 Drag Along Notice27 If Transferor sells, other than in a public offering pursuant to a registration statement or pursuant to Rule 144 (the Company or any successor provision) under Shareholder receives a bona fide offer from a third party to purchase all of the Securities Act, shares in the Company (Third Party Offer) and the holders of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series at least [75]% of related transactions which constitute the transfer of issued Shares accept the Third Party Offer (Dragging Shareholders) (provided that Shareholders holding a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock Seed Preference Shares must be Dragging Shareholders)28, any Dragging Shareholder is entitled to issue to some or all of the Issuer, Holdings and/or its affiliates may, at their option, cause remaining Shareholders (Other Shareholders) a notice (Drag Along Notice) requiring each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "Drag-Along Party" and collectively, the "Drag-Along Parties") Other Shareholder to sell to the ---------------- ------------------ Transferee, on third party specified in the same Drag Along Notice some or all of the Other Shareholders’ Securities upon the terms and conditions as provided with respect to specified in the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Drag Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided Notice. Despite anything else in this Section 4); (w) Transferor may not --------- receive more than agreement the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold pre-emption procedure set out in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall clause 9 does not apply to the Common Stock relevant Securities once a Drag Along Notice has been issued.29 Terms of Offer The terms on which the Dragging Shareholders require the Other Shareholders to sell their Securities must be no less favourable to the Other Shareholders than the terms on which the Dragging Shareholders are selling their Securities. The Drag Along Notice must specify: the details of the third party buyer; the consideration payable for each Security; and any other key terms and conditions upon which the Other Shareholders’ Securities will be purchased pursuant to the Drag Along Notice. Subject to clause 10.2(d), each Other Shareholder must, within 10 Business Days of service of the Drag Along Notice sell all of their Securities to the third party buyer specified in the Drag Along Notice in accordance with the key terms and conditions of the Drag Along Notice. The Other Shareholders are not obliged to sell their Securities in accordance with clause 10.2(c) if the Dragging Shareholders do not complete the sale of all their Securities to the third party buyer on the same key terms and conditions set out in the Drag Along Notice. 30Founder Vesting31 Vesting of Founder Shares32 [50]% of the Shares held by JEDI unless each Founder or Founder Entity (as applicable) as at the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of this agreement will be Unvested Shares, and those Unvested Shares will vest as follows: 33 [25]% will vest on the Merger Transactiondate that is [12] months after the date of this agreement; and at a rate of [1/36th] of the balance at the end of each month period thereafter, provided that the relevant Founder remains engaged by the Company to provide services, whether as a contractor or employee at the date of vesting.

Drag Along. 4.1 Rights If Transferor sells, other the ESOT proposes to sell for cash all (but not less than in a public offering pursuant to a registration statement or pursuant to Rule 144 (or any successor provisionall) under of the Securities Act, outstanding shares of Common Stock and/or Series Z Preferred Stock held of the Company owned of record by such Transferor the ESOP to a Transferee bona fide unaffiliated third party on an arm’s length basis in one a single transaction or a series of related transactions which constitute transactions, then the transfer of ESOT may issue a majority drag notice requiring the Warrant holders to sell the all of the then outstanding shares of Common Stock and Series Z Preferred Stock of underlying the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "Drag-Along Party" and collectively, the "Drag-Along Parties") to sell Warrants to the ---------------- ------------------ Transferee, proposed transferee on the same terms and conditions that the ESOT is proposing to sell its shares (including price per share to be paid), provided, that in such sale transaction, the Warrant holders may elect not to exercise the Warrants into Common Stock but instead may elect to receive, as provided with respect to consideration for the sale by Transferor to such Transfereeof the Common Stock underlying the Warrants, up to the number of shares price per share of Common Stock paid in the sale transaction less the exercise price of the Warrants, provided, further, that the Warrant holders shall not be required to make any representations or warranties concerning the Company. Redemption To the extent permitted under the New Revolving Facility, the New First Lien Term Loan, the New Second Lien Term Loan and the New Third Lien Notes, the Company shall be permitted to purchase Warrants in open market transactions, provided, that any Warrants purchased in open market transactions are immediately retired and the Company shall have no voting rights with respect thereto. Except as set forth in the preceding sentence, the Company shall have no right to redeem the Warrants. Transferability No Warrant holder shall transfer any Warrant: · if such transfer would, (rounded A) violate any applicable securities or other laws, (B) unless the Common Stock is registered pursuant to Section 12(b) or 12(g) of the nearest whole share) equal to Exchange Act, result in the product Company having, if such Warrant were exercised, stockholders of record exceeding in number either (i) the total number of shares of Common Stock which such Drag-Along Party then owns and 2000 or more Accredited Investors or (ii) 500 or more persons who are not Accredited Investors, or (C) limit, impair or eliminate the Company’s net operating losses either upon transfer or upon the exercise of such Warrant; · if the transferee is determined by the Board to be a fraction with a numerator equal competitor, customer or supplier of the Company or any Subsidiary of the Company and such transfer would be adverse to the number Company; and · if the transferee creates a FOCI issues. Any transfer, sale, assignment, pledge, hypothecation or other disposition of shares the Warrants and the issuance of the New Common Stock upon exercise of the Warrants will be in transactions pursuant to either a valid registration statement under the Securities Act or any other Applicable Law or an exemption from registration under the Securities Act. Fractional Shares Warrant holders shall receive cash in lieu of fractional shares. Warrant Agreement The Warrants shall be governed by the Warrant Agreement between the Company and the Warrant Agent, in form and substance reasonably acceptable to the Supporting Noteholders. Information The Company shall provide to holders of the Warrants all information, other than material, non-public information, provided to the Company’s lenders under any credit agreements, indentures or similar documents. The Company shall permit, and shall cause each Subsidiary to permit, each holder of Warrants that holds Warrants exercisable into at least five percent (5%) of the outstanding Common Stock on a fully diluted basis, to visit and inspect the Company’s or any Subsidiary’s properties, to examine its books of account and records and to discuss the Company’s or any Subsidiary’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested, provided, that, such access does not materially interfere with the operations of the Company’s or any Subsidiary’s business. To the extent a holder of Warrants determines to receive material, non-public information, such holder shall enter into confidentiality agreement reasonably acceptable to the Company (and on terms no less onerous to such holder of Warrants than similar confidentiality agreements entered into by the Company). Warrant Agent A financial institution reasonably selected by the Supporting Noteholders. Shareholders Agreement Warrant holders shall be deemed to be bound to the terms of the Shareholders’ Agreement upon exercise of the Warrants. Corporate Opportunities Neither Series Z A Director, the holders of the Warrants or the Series A Holder shall have an obligation to present corporate opportunities to the Company or any of its subsidiaries. Governing Law Delaware. EXHIBIT G SUMMARY OF KEY TERMS New Series A Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as The following summarizes certain of the date hereof --------- key terms of the new series A preferred stock of Alion Science and Technology Company (securities acquired after the date hereof in any manner “Company”). Capitalized terms used herein shall not be subject have the meaning ascribed to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders such terms in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger TransactionRefinancing Agreement. Issuer The Company.

Drag Along. 4.1 If Transferor sellsNotwithstanding anything to the contrary set forth in this Agreement, other than in the event that a public offering pursuant Shareholder (the "Selling Shareholder") secures a bona fide offer (the "Acquisition Offer") from any third party (the "Drag-Along Acquirer ") to a registration statement or pursuant to Rule 144 (or any successor provision) under purchase all of the Securities Act, shares of Common Stock and/or Series Z Preferred Stock Ordinary Shares held by such Transferor to a Transferee in one transaction or a series Selling Shareholder (and it is hereby clarified that for purposes of related transactions which constitute this Section 8 it shall also include the transfer holdings of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates mayPermitted Transferees) for immediately available funds, at their option, cause each a price per Ordinary Share of at least US$ 23.00 (the members of the Xxxxx Group and JEDI (either party"Drag Along PPS"), and any affiliate thereof, being a the Drag-Along Acquirer conditions the Acquisition Offer on the acquisition of all the Ordinary Shares held at such time by the other Shareholder (the "Drag-Along Party" and collectivelywhich, for purposes of this Section 8 shall include also the holdings of its Permitted Transferees), the Selling Shareholder shall provide the Drag Along Party with written notice together with a copy of the Acquisition Offer (the "Drag Along Notice") and the Drag Along Party will be required to either (i) sell all of the Ordinary Shares then held by it to the Drag-Along Parties") to sell to Acquirer, at the ---------------- ------------------ Transferee, on same price and upon the same terms and conditions as provided with respect those to which the sale by Transferor the Selling Shareholder is subject under the Acquisition Offer, provided that the sale of all the Ordinary Shares of the Selling Shareholder and the Drag Along Party shall be consummated by no later than 90 days following the receipt of the Drag Along Notice and, provided, further, that the Drag Along Party shall not be required to such Transfereemake any representations or warranties, up except for customary representations regarding authorization and good and marketable title to the number of shares of Common Stock being sold; or (rounded ii) provide the Selling Shareholder with written notice (the "Notice Extension") informing the Selling Shareholder that it wishes to receive an Extension (the "Extension"). In the event that an Extension Notice is delivered to the nearest whole shareSelling Shareholder, the Drag Along Shareholder shall be required, by no later than three months following the receipt of the Drag Along Notice, to arrange for the sale of all of the Ordinary Shares held by the Selling Shareholder at a price per share that is not lower than the Drag Along PPS, and under terms and conditions that are no less favorable to the Selling Shareholder than those set forth in the Acquisition Offer or (b) acquire, upon the termination of such three month period, the Ordinary Shares then held by the Selling Shareholder, at a price per share equal to the product of (i) Drag Along PPS and upon terms and conditions no less favorable than those set forth in the total number of shares of Common Stock which such Acquisition Offer. The Drag-Along Party then owns and PPS shall be adjusted for share splits, issuance of bonus shares, or combinations of shares. No other adjustments (iifor dividend distributions, market conditions or for any other reason) a fraction with a numerator equal shall be made to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Drag Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger TransactionPPS.

Drag Along. 4.1 If Transferor sellsNotwithstanding anything to the contrary set forth in this Section 5, in the event that any of the Shareholders ("Drag Along Initiator") secures a bona fide offer from any third party, in cash or publicly traded securities, to purchase all of the Ordinary Shares then held by, in cash or publicly traded securities, at a price per share (adjusted for allocation of dividend, bonus shares, splits etc.) of not less than US$10, provided that such price per share shall not be lower than 80% of the average of the closing prices of the Company's shares on the NYSE over the consecutive 60 trading days immediately preceding such sale, and the offeror conditions its offer on the acquisition of all the shares held by all of the other than in a public offering pursuant Shareholders at such time, such Shareholders will be required (subject to a registration statement or pursuant the provisions of the following paragraph), if so demanded by the Drag Along Initiator, to Rule 144 (or any successor provision) under sell all of the Securities Act, shares of Common Stock and/or Series Z Preferred Stock the Company then held by them to such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates mayofferor, at their option, cause each of the members of the Xxxxx Group same price and JEDI (either party, and any affiliate thereof, being a "Drag-Along Party" and collectively, the "Drag-Along Parties") to sell to the ---------------- ------------------ Transferee, on upon the same terms and conditions as provided with respect those to which the sale by Transferor the Drag Along Initiator is subject. Notwithstanding the foregoing, in lieu of selling the shares, as demanded by the Drag Along Initiator, the other Shareholder(s) may acquire all of the Company's shares then held by the Drag Along Initiator at the price per share and upon the same terms and conditions as those to which the sale to the offeror would have been subject; provided, however, that such acquisition of Company shares by the other Shareholder(s) shall be for cash only (and, if the consideration offered by the offeror is shares of a publicly traded entity, such shares shall be valued in accordance with the average closing price of such shares on the principal stock exchange on which they are traded over the 30 day period prior to such Transferee, up demand) and such cash amount shall be delivered to the number Drag Along Initiator within 10 business days following its demand. For the avoidance of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided howeverdoubt, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner an offer shall not be subject to deemed bona fide if the drag-along rights provided in this Section 4); Drag Along Initiator or any of its controlling parties is a "Baal Inyan" (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders as such term is defined in the same Companies Law) in such third party or related transaction; (y) in the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash publicly traded entity whose shares are offered as of or prior to the effective date of the Merger Transactionconsideration.

Drag Along. 4.1 If Transferor sellsEach Stockholder hereby agrees, other than in a public offering pursuant if requested by the Board, to a registration statement or pursuant to Rule 144 Transfer the same percentage (or any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "Drag-Along Party" Sale Percentage") of Shares that are proposed to be sold by the Majority Riot Stockholders (each such Person, a "Prospective Selling Drag Stockholder") to any Prospective Buyer in a proposed Transfer, including in respect of any Public Offering in which any Riot Stockholders register and sell Registrable Riot Stockholder Securities, in the manner and on the terms set forth in this Section 4.2. The obligations of Stockholders to participate in a Transfer subject to this Section 4.2 shall be subject to satisfaction of the following conditions: (a) upon the consummation of the Transfer, each Stockholder shall be entitled to receive for the Shares held by such Stockholder the same form of consideration as each other Stockholder, and the aggregate consideration payable to, or received by, all Stockholders (after payment of all expenses related to such Transfer) in respect of their Shares (the "Aggregate Consideration") shall be apportioned and distributed among the Shares on a ratable basis; and (b) if any Stockholders are given an option as to the form and amount of consideration to be received, each Stockholder shall be given the same option. The costs associated with any Transfer shall be borne by the Stockholders in the same proportion as they share the consideration received. The Board or the Majority Riot Stockholders shall furnish a written notice (the "Drag-Along Notice") to each Other Stockholder. The Drag-Along Notice shall set forth the principal terms of the proposed Transfer including (i) the number of Shares to be acquired from the Prospective Selling Drag Stockholder(s), (ii) the Drag-Along Sale Percentage, (iii) the approximate per share consideration for each Share to be received in the proposed Transfer, and (iv) the name and address of the Prospective Buyer. If the Prospective Selling Drag Stockholders consummate the proposed Transfer to which reference is made in the Drag-Along Notice, each Other Stockholder (each a "Participating Drag Seller"), and, together with the Prospective Selling Drag Stockholders, collectively, the "Drag-Along PartiesSellers") shall be bound and obligated to sell to Transfer the ---------------- ------------------ Transferee, on the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such applicable Drag-Along Party then owns and (ii) a fraction Sale Percentage of its Shares in the proposed Transfer in accordance with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that 4.2. If at the end of the one hundred twentieth (120th) day following the date of the effectiveness of the Drag-Along Party or Parties own as of Notice under Section 12.2 the date hereof --------- (securities acquired after Prospective Selling Drag Stockholders have not completed the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preferenceproposed Transfer, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not Notice shall be lower than the price paid to other common stockholders in the same null and void, each Participating Drag Seller shall be released from his, her or related transaction; (y) the consideration for its obligation under the Drag-Along Shares Notice and it shall be paid in cash unless the relevant necessary for a separate Drag-Along Party consents Notice to payment in a form other than cash; be furnished and (z) if the Drag-Along Transaction is a Merger Transaction, the terms and provisions of this Section 4.1 shall not apply 4.2 separately complied with, in order to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior consummate such proposed Transfer pursuant to the effective date of the Merger Transactionthis Section 4.2.

Drag Along. 4.1 If Transferor sellsNotwithstanding anything to the contrary set forth in this Section 5, in the event that any of the Shareholders ("DRAG ALONG INITIATOR") secures a bona fide offer from any third party, in cash or publicly traded securities, to purchase all of the Ordinary Shares then held by, in cash or publicly traded securities, at a price per share (adjusted for allocation of dividend, bonus shares, splits etc.) of not less than US$10, provided that such price per share shall not be lower than 80% of the average of the closing prices of the Company's shares on the NYSE over the consecutive 60 trading days immediately preceding such sale, and the offeror conditions its offer on the acquisition of all the shares held by all of the other than in a public offering pursuant Shareholders at such time, such Shareholders will be required (subject to a registration statement or pursuant the provisions of the following paragraph), if so demanded by the Drag Along Initiator, to Rule 144 (or any successor provision) under sell all of the Securities Act, shares of Common Stock and/or Series Z Preferred Stock the Company then held by them to such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates mayofferor, at their option, cause each of the members of the Xxxxx Group same price and JEDI (either party, and any affiliate thereof, being a "Drag-Along Party" and collectively, the "Drag-Along Parties") to sell to the ---------------- ------------------ Transferee, on upon the same terms and conditions as provided with respect those to which the sale by Transferor the Drag Along Initiator is subject. Notwithstanding the foregoing, in lieu of selling the shares, as demanded by the Drag Along Initiator, the other Shareholder(s) may acquire all of the Company's shares then held by the Drag Along Initiator at the price per share and upon the same terms and conditions as those to which the sale to the offeror would have been subject; PROVIDED, HOWEVER, that such acquisition of Company shares by the other Shareholder(s) shall be for cash only (and, if the consideration offered by the offeror is shares of a publicly traded entity, such shares shall be valued in accordance with the average closing price of such shares on the principal stock exchange on which they are traded over the 30 day period prior to such Transferee, up demand) and such cash amount shall be delivered to the number Drag Along Initiator within 10 business days following its demand. For the avoidance of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided howeverdoubt, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner an offer shall not be subject to deemed bona fide if the drag-along rights provided in this Section 4); Drag Along Initiator or any of its controlling parties is a "Baal Inyan" (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders as such term is defined in the same Companies Law) in such third party or related transaction; (y) in the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash publicly traded entity whose shares are offered as of or prior to the effective date of the Merger Transactionconsideration.

Drag Along. 4.1 If Transferor sellsUpon the Managing Member receiving an offer acceptable to the Managing Member to sell some or all of the Managing Member’s interest in the Company (such interests proposed to be sold, other than in a public offering pursuant the “Managing Member Transfer Interests”) to a registration statement or pursuant to Rule 144 Bona Fide Purchaser, the Managing Member shall have the right (or any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "“Drag-Along Party" and collectivelyRight”), exercisable in the "DragManaging Member’s sole discretion, to require each Non-Along Parties") Managing Member to sell to such Bona Fide Purchaser a share of such Non-Managing Member’s interests in the ---------------- ------------------ TransfereeCompany (such share of the Non-Managing Member’s interests, on its “Drag/Tag Interests”) proportionate to the same share of the Managing Member’s interests in the Company represented by the Managing Member Transfer Interests, pursuant to and in accordance with such terms and conditions as provided with respect to agreed between the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" Managing Member and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled Bona Fide Purchaser. If the Managing Member elects to drag along shares of Common Stock under this Section 4 that exercise the Drag-Along Party or Parties own as of Right, then the date hereof --------- Managing Member shall provide each Non-Managing Member with a notice which shall include (securities acquired after i) a statement that the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for Managing Member is exercising the Drag-Along Shares may not be lower than Right, (ii) the price paid to other common stockholders share of the Managing Member’s interest in the same or related transaction; Company proposed to be sold, (yiii) the consideration purchase price at which such Bona Fide Purchaser has proposed to purchase the Managing Member Transfer Interests and a calculation of the purchase price to be paid by such Bona Fide Purchaser for such Non-Managing Member’s Drag/Tag Interests, and (iv) the closing date for such sale (which shall be no sooner than ten (10) days following the date of such notice). The purchase price for each Non-Managing Member’s Drag/Tag Interests shall equal the distributions that such Non-Managing Member would have received, assuming that the aggregate purchase price for the Managing Member Transfer Interests and all Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply /Tag Interests was distributed to the Common Stock held by JEDI unless Managing Member and the Series E Preferred Stock then held by JEDI is redeemed Non- Managing Members pro rata and pari passu in cash as of or prior accordance with their respective Percentage Interests (subject to Section 9(c)), for the Managing Member to have received distributions equal to the effective date of purchase price that the Merger TransactionManaging Member is receiving from the Bona Fide Purchaser for the Managing Member Transfer Interests.

Drag Along. 4.1 If Transferor sellsIn the event one or more Member(s) (the “Dragging Member”) proposes a sale of all Member Interests owned by such Member(s), other than which Member Interests constitutes at least fifty-one percent (51%) of the outstanding Member Interests of the Company, in a public offering pursuant one or more related transactions to a registration statement or pursuant to Rule 144 bona fide third party purchaser on an arm’s length basis, the Dragging Member will have the right (or any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "“Drag-Along Party" Right”) to require all (but not less than all) of the other Members (each a “Drag-Along Member” and collectively, the "“Drag-Along Parties"Members”) to sell all their Member Interests by providing a notice (the “Drag-Along Notice”) to the ---------------- ------------------ TransfereeDrag-Along Members. The Drag-Along Notice shall include: (i) a statement of the Dragging Member’s bona fide intent to sell the requisite number of Member Interests, on (ii) the same name and address of the proposed purchaser, (iii) the total consideration to be paid by the purchaser for Member Interests collectively, which must be in cash or obligations to pay cash, (iv) the other terms and conditions of the proposed transfer including the closing date of the transaction, and (v) such other information as provided the recipient of the Drag-Along Notice may reasonably request. Notwithstanding the terms of any offer of the proposed purchaser or in the Drag-Along Notice, the amount of any consideration payable to Members with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of Member Interests shall be allocated (i) first to Clean Energy in the total number amount the Adjusted Capital Return, determined as of shares the date of Common Stock which such Drag-Along Party then owns transfer, and (ii) a fraction with a numerator equal thereafter among Members in proportion to the number their respective numbers of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Member Interests. The Drag-Along Shares" and such ----------------- transaction being Rights may be exercised without following the requirements of Section 13.2 c and, if a "Drag-Along Transaction"); provided howeverNotice is given, that: (v) ---------------------- Transferor shall only the procedures of Section 13.9 may not be entitled invoked unless and until there is not reasonable possibility that a sale pursuant to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger TransactionNotice will occur.

Drag Along. 4.1 If Transferor sellsNotwithstanding the Right of First Offer/Tag-Along above, if Shareholders holding in the aggregate greater than 50% of the outstanding equity interests in Holdco (“Requisite Shareholders”) propose to enter into a transaction that would result in (x) the transfer of greater than 50% of the outstanding equity interests in Holdco, or (y) the sale of substantially all of the business of Holdco and its subsidiaries, taken as a whole, whether structured as a sale of equity or assets, merger, consolidation, scheme of arrangement or similar business combination transaction in respect of Holdco or its subsidiaries (a “Sale of Holdco”), such Requisite Shareholders can drag-along all other Shareholders (the “Drag Along Right”), subject to the following restrictions during the first five years following the Closing as set forth below: (i) during the first three years following the Closing, the Drag Along Right may only be exercised by the Requisite Shareholders if the equity valuation in respect of the Sale of Holdco is no less than the equity valuation of Holdco at the time of the closing of the Acquisition. (ii) during the fourth and fifth years following the Closing, the Drag Along Right may only be exercised by Shareholders holding in a public offering pursuant the aggregate 2/3 or more of the outstanding shares of Holdco. The Drag Along Right shall include customary covenants to a registration statement vote in favor, participate in, and raise no objection (including waiver of all appraisal rights) in connection with the Sale of Holdco, and to take all necessary or pursuant desirable actions as requested by the Requisite Shareholders. The Drag Along Right will be subject to Rule 144 customary requirements, including without limitation, requirements that the dragged party would sell in the same proportion, and on the same financial terms and conditions applicable to the dragging party. Post-IPO Transfers In the event of an IPO of the Company (or other entity within the Holdco group structure, as applicable), the Shareholders will coordinate and cooperate with each other in all post-IPO sell-down activities in respect of the shares at the time of IPO of the applicable IPO entity. Subject to restrictions in the financing documents and lock-ups in connection with an IPO, all post-IPO sales shall be made by the Shareholders jointly on a pro-rata basis (to the extent of Shareholders then not subject to any successor provisionapplicable lock-up) under until each Shareholder’s equity interest in Holdco is reduced to an amount equal to 30% of the Securities Act, shares of Common Stock and/or Series Z Preferred Stock equity interest held by such Transferor Shareholder at the time of the IPO (as determined on a look-through basis in the event of an IPO of the Company or other entity within the Holdco group structure), following which all Shareholders are then free to a Transferee in one transaction or a series sell separately. The timing, price and amount of related transactions which constitute the transfer of post-IPO shares to be sold shall be determined by Shareholders holding a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock shares, which determination shall then be binding on the rest of the Issuer, Holdings and/or its affiliates may, at their option, cause each Shareholders. Pre-IPO Distributions If an IPO of the members Company (or other entity within the Holdco group structure, as applicable), has not occurred by the fourth anniversary of the Xxxxx Group and JEDI (either partyClosing, Holdco shall, and any affiliate thereofthe Shareholders shall cause Holdco to, being a "Drag-Along Party" and collectivelysubject to restrictions in the financing documents, available cash, the "Drag-Along Parties") to sell ongoing capital requirements of the Holdco group and applicable law, distribute at least 75% of the net profits of the Holdco group to the ---------------- ------------------ TransfereeShareholders. Registration Rights If the Company (or other entity within the Holdco group structure, as applicable) applies for the listing of its shares on a securities exchange on which registration rights are applicable, the same Company (or such other entity, as applicable) shall enter into a registration rights agreement pursuant to which the Shareholders (directly or indirectly, as applicable) shall have demand (following an IPO), shelf and piggyback registration rights customary for an agreement of this type and on terms and conditions as provided with respect satisfactory to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger TransactionShareholders.

Drag Along. 4.1 9.3.1 If Transferor sellsInvestors collectively holding more than 66 2/3% of the total number of Units outstanding (in such capacity, other than collectively, the “Dragging Investor”) desire to Transfer to a Third Party (a “Drag-Along Purchaser”) in a public offering pursuant to a registration statement or pursuant to Rule 144 (or any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one bona fide arm’s length transaction or a series of related transactions which constitute the transfer of a majority more than 50% of the total number of Units then outstanding shares (treating any New Securities on an “as converted” basis) on a pro rata basis (based on the percentage of Common Stock Units held by each such Investor and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group Affiliated Funds) and JEDI such transfer results in a Change in Control (either party, and any affiliate thereof, being a "“Drag-Along Party" and collectivelySale”), each other Investor (including any Dragging Investor that is Transferring less than its pro rata portion of Units, as described below, a “Dragged Investor”) shall, if required by the "Dragging Investor in accordance with the provisions of Article 9.3.2, Transfer to the Drag-Along Parties"Purchaser a pro rata portion of its Units (based on the number of Units proposed to be Transferred by the Dragging Investor stated as a percentage of the total number of Units then held by the Dragging Investor) to sell to the ---------------- ------------------ Transferee, on the same terms and conditions as provided with respect that apply to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold Transfer by the Transferor and a denominator equal Dragging Investor pursuant to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as Sale (including purchase price per Unit, purchase price adjustments, form of the date hereof --------- (securities acquired after the date hereof consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in any manner shall not be subject each case that pertain specifically to the drag-along rights itself, provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; that (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction Sale involves a direct Transfer of Units by the Investors, such representations and warranties shall not be broader in scope than what is customary for a Merger Transactionsale transaction of this type and size executed by the Dragging Investor, unless, in the good faith determination of the Dragging Investor, the provisions of this Section 4.1 shall Drag-Along Sale would not apply to be consummated unless such representations and warranties are included or the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date terms and conditions of the Merger TransactionDrag-Along Sale, taken as a whole, will be more favourable to all of the Investors if such representations and warranties are included, (y) all representations, warranties and indemnities shall be made by the Dragging Investor and the Dragged Investors severally and not jointly and (z) no Investor’s liability shall exceed such Investor’s proceeds from the sale).

Drag Along. 4.1 If Transferor sells(i) At any time following the earlier to occur of (a) the end of the Initial Two Year Period and (b) the occurrence of a Material Underperformance Event, if GPP or the Board approves a Sale of the Company (an “Approved Sale”), then GPP or the Company may give written notice to the Stockholders of the Approved Sale, which notice shall be delivered at least five (5) Business Days prior to the Approved Sale and shall include the material terms of the Approved Sale (the “Sale Request”). Each Stockholder agrees not to directly or indirectly, without the prior written consent of the Company, disclose to any other Person any information related to the Sale Request or the Approved Sale, other than disclosures to legal counsel in confidence or as otherwise required by law. In connection with the Approved Sale, (A) each Stockholder shall be obligated to and agrees that, in such Stockholder’s capacity as a public offering pursuant to a registration statement or pursuant to Rule 144 (or any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority stockholder of the then outstanding Company, such Stockholder will vote, or grant proxies relating to such shares to vote, all of Common Stock such Stockholder’s Securities in favor of, consent to, raise no objections to, and Series Z Preferred Stock waive any dissenters, appraisal or similar rights with respect to, the Approved Sale and will not exercise any right to dissent or seek appraisal rights in respect of the IssuerApproved Sale, Holdings and/or its affiliates may, at their option, cause (B) each Stockholder shall take all actions which the Board or GPP deems necessary or advisable in the sole judgment of GPP or the Board in connection with the consummation of the members Approved Sale, including executing, delivering and agreeing to be bound by the terms of any agreement related to the Approved Sale and any other agreement, instrument or certificates necessary to effectuate the Approved Sale, and including appointing a representative to administer the transactions on behalf of all of the Xxxxx Group Stockholders, (C) if the Approved Sale is structured as a Transfer of Securities, each Stockholder will agree to Transfer its Securities and JEDI (either partyshall deliver at the closing of the Approved Sale its Securities, including certificates relating thereto, free and any affiliate thereofclear of all claims, being a "Drag-Along Party" liens and collectively, the "Drag-Along Parties") to sell to the ---------------- ------------------ Transfereeencumbrances, on the same terms and conditions as approved by the Board or GPP (it being understood and agreed that each Stockholder will only be obligated to Transfer the same percentage of its Common Stock on a Fully-Diluted Basis as the percentage of Common Stock on a Fully-Diluted Basis proposed to be Transferred in the Approved Sale), and (D) each Stockholder shall pay such Stockholder’s pro-rata share of the costs and expenses incurred in connection with the Approved Sale to the extent such costs and expenses are incurred for the benefit of the Stockholders and are not otherwise paid by the Company. Costs incurred by any Stockholder on its own behalf will not be considered costs of the Approved Sale. Without limiting the foregoing, each Stockholder agrees that, in connection with the Approved Sale, such Stockholder will (A) make such representations, warranties and covenants as GPP agrees to make or provide, and (B) agree to provide severally (not jointly) and on a pro rata basis (based upon the consideration to be received by such Stockholder in connection with such Approved Sale) such indemnification, purchase price adjustments and holdbacks as GPP agrees to provide (provided that each Stockholder shall be responsible for all obligations that relate specifically to such Stockholder such as indemnification with respect to the sale representations and warranties given by Transferor a Stockholder regarding such Stockholder’s title to such Transferee, up to the number and ownership of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"Securities); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger Transaction.

Drag Along. 4.1 (a) If Transferor sellsthe Ordinary Majority and the Preferred Majority (collectively, other the “Drag Holders”) approve a Trade Sale with a pre-money valuation of the Company at no less than in a public offering US$4,000,000,000 (or equivalent RMB) (such sale, transfer, conveyance or assignment pursuant to this Section 9.1, a registration statement or pursuant to Rule 144 (or any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "“Drag-Along Party" Sale”) at any time after the Closing, at the request of the Drag Holders, then each remaining Shareholder (the “Dragged Holders”) shall sell, transfer, convey or assign its Shares pursuant to, and collectivelyso as to give effect to, such offer to purchase, merger or consolidation, sale or transfer, as the "case may be, unless the rejecting Dragged Holder agrees to purchase the Shares proposed to be sold, transferred, conveyed or assigned by the Drag Holders under the proposed Drag-Along Parties"Sale. If the consideration offered is payable in securities or property other than cash (or evidence of cash indebtedness), the Board (including the affirmative votes of all the Investor Directors) shall in good faith determine the fair market value of any such securities or property in cash, provided that any holder of Preferred Shares shall have the right to sell to the ---------------- ------------------ Transferee, on the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold challenge any determination by the Transferor and Board of fair market value made pursuant hereto, in which case the determination of fair market value shall be made by a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned valuer selected jointly by the Transferor Board (including the affirmative votes of all the Investor Directors) and the challenging Parties. The valuer shall prepare a report setting forth the basis of its calculating such shares being "Dragfair market value, and the determination of such fair market value by the valuer shall, in the absence of manifest error, be final and conclusive. The costs of the valuer shall be borne solely by the Company. The valuer shall act as expert and not as an arbitrator. If the acquiring party is a privately-Along held entity and the holders of Preferred Shares receive in whole or in part non-publicly traded securities of such acquirer, then such non-publicly traded securities shall have liquidation preference(s), protective provision(s), voting right(s), dividend right(s), registration rights and preemptive rights that are substantially similar to those of the Preferred Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as applicable, as set forth herein as of the date hereof --------- (securities acquired after hereof, unless otherwise agreed by the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger TransactionMajority.

Drag Along. 4.1 If Transferor sellsNotwithstanding anything to the contrary set forth in this Section 5, in the event that any of the Shareholders (“Drag Along Initiator”) secures a bona fide offer from any third party, in cash or publicly traded securities, to purchase all of the Ordinary Shares then held by, in cash or publicly traded securities, at a price per share (adjusted for allocation of dividend, bonus shares, splits etc.) of not less than US$10, provided that such price per share shall not be lower than 80% of the average of the closing prices of the Company’s shares on the NYSE over the consecutive 60 trading days immediately preceding such sale, and the offeror conditions its offer on the acquisition of all the shares held by all of the other than in a public offering pursuant Shareholders at such time, such Shareholders will be required (subject to a registration statement or pursuant the provisions of the following paragraph), if so demanded by the Drag Along Initiator, to Rule 144 (or any successor provision) under sell all of the Securities Act, shares of Common Stock and/or Series Z Preferred Stock the Company then held by them to such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates mayofferor, at their option, cause each of the members of the Xxxxx Group same price and JEDI (either party, and any affiliate thereof, being a "Drag-Along Party" and collectively, the "Drag-Along Parties") to sell to the ---------------- ------------------ Transferee, on upon the same terms and conditions as provided with respect those to which the sale by Transferor the Drag Along Initiator is subject. Notwithstanding the foregoing, in lieu of selling the shares, as demanded by the Drag Along Initiator, the other Shareholder(s) may acquire all of the Company’s shares then held by the Drag Along Initiator at the price per share and upon the same terms and conditions as those to which the sale to the offeror would have been subject; provided, however, that such acquisition of Company shares by the other Shareholder(s) shall be for cash only (and, if the consideration offered by the offeror is shares of a publicly traded entity, such shares shall be valued in accordance with the average closing price of such shares on the principal stock exchange on which they are traded over the 30 day period prior to such Transferee, up demand) and such cash amount shall be delivered to the number Drag Along Initiator within 10 business days following its demand. For the avoidance of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided howeverdoubt, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner an offer shall not be subject to deemed bona fide if the drag-along rights provided in this Section 4); Drag Along Initiator or any of its controlling parties is a “Baal Inyan” (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders as such term is defined in the same Companies Law) in such third party or related transaction; (y) in the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash publicly traded entity whose shares are offered as of or prior to the effective date of the Merger Transactionconsideration.

Drag Along. 4.1 If Transferor sells, other than in a public offering pursuant to a registration statement or pursuant to Rule 144 (or any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "DragDRAG-Along PartyALONG PARTY" and collectively, the "DragDRAG-Along PartiesALONG PARTIES") to sell to the ---------------- ------------------ Transferee, on the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "DragDRAG-Along SharesALONG SHARES" and such ----------------- transaction being a "DragDRAG-Along TransactionALONG TRANSACTION"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section SECTION 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section SECTION 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger Transaction.

Drag Along. 4.1 If Transferor sellsNotwithstanding anything to the contrary set forth in this Agreement, other than in the event that a public offering pursuant Shareholder (the "Selling Shareholder") secures a bona fide offer (the "Acquisition Offer") from any third party (the "Drag-Along Acquirer ") to a registration statement or pursuant to Rule 144 (or any successor provision) under purchase all of the Securities Act, shares of Common Stock and/or Series Z Preferred Stock Ordinary Shares held by such Transferor to a Transferee in one transaction or a series Selling Shareholder (and it is hereby clarified that for purposes of related transactions which constitute this Section 8 it shall also include the transfer holdings of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates mayPermitted Transferees) for immediately available funds, at their option, cause each a price per Ordinary Share of at least US$ 23.00 (the members of the Xxxxx Group and JEDI (either party"Drag Along PPS"), and any affiliate thereof, being a the Drag-Along Acquirer conditions the Acquisition Offer on the acquisition of Shareholders Agreement all the Ordinary Shares held at such time by the other Shareholder (the "Drag-Along Party" and collectivelywhich, for purposes of this Section 8 shall include also the holdings of its Permitted Transferees), the Selling Shareholder shall provide the Drag Along Party with written notice together with a copy of the Acquisition Offer (the "Drag Along Notice") and the Drag Along Party will be required to either (i) sell all of the Ordinary Shares then held by it to the Drag-Along Parties") to sell to Acquirer, at the ---------------- ------------------ Transferee, on same price and upon the same terms and conditions as provided with respect those to which the sale by Transferor the Selling Shareholder is subject under the Acquisition Offer, provided that the sale of all the Ordinary Shares of the Selling Shareholder and the Drag Along Party shall be consummated by no later than 90 days following the receipt of the Drag Along Notice and, provided, further, that the Drag Along Party shall not be required to such Transfereemake any representations or warranties, up except for customary representations regarding authorization and good and marketable title to the number of shares of Common Stock being sold; or (rounded ii) provide the Selling Shareholder with written notice (the "Notice Extension") informing the Selling Shareholder that it wishes to receive an Extension (the "Extension"). In the event that an Extension Notice is delivered to the nearest whole shareSelling Shareholder, the Drag Along Shareholder shall be required, by no later than three months following the receipt of the Drag Along Notice, to arrange for the sale of all of the Ordinary Shares held by the Selling Shareholder at a price per share that is not lower than the Drag Along PPS, and under terms and conditions that are no less favorable to the Selling Shareholder than those set forth in the Acquisition Offer or (b) acquire, upon the termination of such three month period, the Ordinary Shares then held by the Selling Shareholder, at a price per share equal to the product of (i) Drag Along PPS and upon terms and conditions no less favorable than those set forth in the total number of shares of Common Stock which such Acquisition Offer. The Drag-Along Party then owns and PPS shall be adjusted for share splits, issuance of bonus shares, or combinations of shares. No other adjustments (iifor dividend distributions, market conditions or for any other reason) a fraction with a numerator equal shall be made to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Drag Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger TransactionPPS.

Drag Along. 4.1 If Transferor sellsIf, at any time, (i) Acorn desires to offer to sell to any person or persons, other than in an affiliate of Acorn, all the Ordinary Shares then held by Acorn and its affiliates for a public offering pursuant to a registration statement or pursuant to Rule 144 (or any successor provision) sale price per Ordinary Share not less than 80% of the price per Ordinary Share under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock Share Purchase Agreement with Rxxxxx (a “Divestiture”) and (ii) the Ordinary Shares then held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority Acorn and its affiliates represent at least 30% of the then issued and outstanding shares Ordinary Shares, then Acorn shall have the right (“Drag Along Right”) to require each Individual Shareholder to participate in such sale of Common Stock Ordinary Shares by Acorn and Series Z Preferred Stock to sell all of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either partyhis Ordinary Shares, and any affiliate thereof, being a "Drag-the Individual Shareholders shall have the right (“Tag Along Party" and collectively, the "Drag-Along Parties"Right”) to sell to the ---------------- ------------------ Transfereeso participate, in each case on the same terms and conditions (including representations, warranties and indemnities, so long as provided with respect such representations, warranties, covenants and indemnities are not less favorable to the Individual Shareholders than those in the Share Purchase Agreement with Rxxxxx), as are applicable to Acorn’s sale of its Ordinary Shares in the Divestiture To exercise its Drag Along Right, Acorn shall promptly deliver to each of the Individual Shareholders a written notice (the “Divestiture Notice”) stating Acorn’s intention to sell all its Ordinary Shares and that it is electing thereby to exercise its Drag Along Right pursuant to this Letter Agreement in connection therewith, and setting forth the terms and conditions of the Divestiture, including, without limitation, to the extent known, the identity of the proposed purchaser and the amount and type of consideration to be paid therefor. The Divestiture Notice shall be accompanied or followed, to the extent available, by Transferor a copy of any written offer, letter of intent, term sheet or contract of sale pertaining to the Divestiture transaction. At any time prior to the closing of a Divestiture in respect of which Acorn has exercised its Drag Along Right, Acorn may withdraw from the Divestiture and its election to exercise its Drag Along Right upon written notice to the Individual Shareholders. The closing of the purchase and sale of any Ordinary Shares to be sold by the Individual Shareholders to the purchaser pursuant to the Drag Along Right shall occur concurrently with the closing of the sale of the Ordinary Shares by Acorn to the purchaser in the Divestiture. At any such Transfereeclosing, up each Individual Shareholder shall deliver to the purchaser a certificate or certificates representing the number of shares of Common Stock (rounded Ordinary Shares owned by such Individual Shareholder, duly endorsed in blank or accompanied by a duly executed stock power in blank, with signatures duly guaranteed and all requisite stock transfer stamps affixed thereto. The individual Shareholders agree to cooperate with Acorn in effecting the Drag Along Right which is intended to allow Acorn to deliver to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders purchaser in the same or related transaction; (y) Divestiture the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions 50% of this Section 4.1 shall not apply to the Common Stock DSIT collectively held by JEDI unless Acorn and the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger TransactionIndividual Shareholders.

Drag Along. 4.1 If Transferor sells, other than in a public offering pursuant With respect to a registration statement Change in Control that has been approved by the Requisite Sponsor Approval under Section 2.6 as well as, if not required by Section 2.6, Unanimous Sponsor Approval (an “Approved Sale”), each Stockholder hereby agrees, (a) if such Approved Sale is to be effected in the form of a merger or pursuant other corporate reorganization which requires approval of the Stockholders, the Stockholders shall vote for, and consent to Rule 144 such Approved Sale and each Stockholder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such Approved Sale; (b) each Stockholder shall take all necessary or any successor provisiondesirable actions in connection with the consummation of the Approved Sale and the distribution of the aggregate consideration from such Approved Sale as reasonably requested by the Prospective Selling Stockholders (and each Stockholder hereby grants to the Prospective Selling Stockholders, with full power of substitution and resubstitution, individually and jointly, an irrevocable proxy coupled with an interest to vote such Stockholder’s Shares in favor of an Approved Sale, which proxy shall be valid and remain in full force and effect as long as the provisions of this Section 4.2 remain in effect); and (c) under if the Securities ActApproved Sale is to be effected as a sale of Stock, shares if requested by the Prospective Selling Stockholders, Sell the same percentage (the “Drag Along Sale Percentage”) of Common Stock and/or Series Z Preferred Stock held the total number of each class of such Shares that is proposed to be sold by such Transferor the Prospective Selling Stockholders to a Transferee Prospective Buyer in such Change in Control (in one transaction or a series of related transactions which constitute transactions), in the transfer of a majority of the then outstanding shares of Common Stock manner and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "Drag-Along Party" and collectively, the "Drag-Along Parties") to sell to the ---------------- ------------------ Transferee, on the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided set forth in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions 4.2. For purposes of this Section 4.1 shall not apply 4.2, but subject to Section 4.4.4, all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised. All Shares to be sold to the Prospective Buyer shall be included in determining whether or not a proposed transaction constitutes a Change in Control. In connection with an Approved Sale, the Company will, if requested by the Prospective Selling Stockholders, cause the Class L Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to be converted into Class A Common pursuant to the effective date terms of the Merger TransactionCertificate of Incorporation.

Drag Along. 4.1 If Transferor sellsIf, other than in a public offering pursuant to a registration statement or pursuant to Rule 144 (or at any successor provision) under the Securities Acttime, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of Members owning at least a majority of the then outstanding shares Units (the “Approving Members”) approve a proposal for the sale of Common Stock and Series Z Preferred Stock all of the Issuer, Holdings and/or its affiliates may, at their option, cause each outstanding Units of the members Company, any merger or consolidation involving the Company, or the sale by the Company or its subsidiaries, if any, of all or substantially all of its assets (an “Approved Sale”), then one or more of the Xxxxx Group Approving Members, may deliver a notice (a “Required Sale Notice”) with respect to such Approved Sale to each Member other than the Approving Members (the “Other Members”) stating that the Approved Sale has been approved or proposed to be effected and JEDI providing the identity of the persons involved in such Approved Sale and the terms thereof. Each Other Member, upon receipt of a Required Sale Notice shall be obligated, which obligation shall be enforceable by any of the Approving Members, to (either partyi) participate in the Approved Sale, (ii) consent to and vote for the Approved Sale or the process pursuant to which the Approved Sale was arranged, (iii) waive any affiliate thereofdissenters’ or appraisal rights and similar rights with respect thereto, being (iv) if the Approved Sale is structured as a "Drag-Along Party" and collectivelysale of Units, the "Drag-Along Parties") agree to sell to the ---------------- ------------------ Transferee, all of his Units on the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold approved by the Transferor Approving Members, and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled otherwise take all necessary actions to drag along shares consummate, and to cause the Company to consummate, the Approved Sale, including without limitation: (A) if such Approved Sale is structured as a sale of Common Stock under this Section 4 that assets, actions necessary to cause the Drag-Along Party or Parties own as orderly liquidation of the date hereof --------- (securities acquired after Company following the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cashconsummation of such Approved Sale; and (zB) if the Drag-Along Transaction is a Merger Transactionmaking of the reasonable representations, the provisions of this Section 4.1 shall not apply warranties, covenants and undertakings to the Common Stock held prospective transferee(s) in such Approved Sale as are made by JEDI unless the Series E Preferred Stock then held Approving Members. Any such Required Sale Notice may be rescinded by JEDI is redeemed in cash as of or prior the Approving Members by delivering written notice thereof to the effective date all of the Merger TransactionOther Members.

Drag Along. 4.1 If Transferor sells, other than in a public offering pursuant to a registration statement or pursuant to Rule 144 (or a) At any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Xxxxx Group and JEDI (either party, and any affiliate thereof, being a "Drag-Along Party" and collectively, the "Drag-Along Parties") to sell to the ---------------- ------------------ Transferee, time starting on the same terms and conditions as provided with respect to date that is 24 months following the sale by Transferor to such TransfereeClosing, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of if (i) one or more Shareholders holding more than 50% of the total number of shares of Common Stock which such Drag-Along Party then owns Preferred Shares, and (ii) one or more Shareholders holding more than 50% of the Ordinary Shares, other than Ordinary Shares resulting from the conversion of Preferred Shares (collectively, the “Initiating Sellers”) approve a fraction with a numerator equal Qualified Trade Sale (an “Approved Sale”), provided that Shareholders are offered the same price for each Ordinary Share Equivalent sold by them in such Approved Sale, each Shareholder shall approve, consent to and raise no objections to the number Approved Sale, and if the Approved Sale is structured as a sale of shares the issued and outstanding capital stock of Common Stock the Company (whether by merger, recapitalization, consolidation or Transfer of Equity Securities or otherwise), then each Shareholder shall waive any dissenter’s rights, appraisal rights or similar rights in connection with such Approved Sale and Series Z Preferred Stock then being sold each Shareholder shall agree to sell its Shares on the terms and conditions approved by the Transferor Initiating Sellers. Each Shareholder shall take all necessary and a denominator equal desirable actions in connection with the consummation of the Approved Sale, including executing such agreements and instruments and taking such other actions as may be reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements, as the case may be, required for the consummation of such Approved Sale. In the event that any Shareholder fails for any reason to take any of the foregoing actions after reasonable notice thereof, such Shareholder hereby grants an irrevocable power of attorney and proxy to the total number Initiating Sellers or an assignee or designee of shares of Common Stock such Initiating Sellers to take all necessary actions and Series Z Preferred Stock owned execute and deliver all documents deemed by such Person to be reasonably necessary to effectuate the Transferor (such shares being "Drag-Along Shares" and such ----------------- transaction being a "Drag-Along Transaction"); provided however, that: (v) ---------------------- Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof --------- (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not --------- receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions terms of this Section 4.1 5.9. Subject to clause (b) of this Section 5.9, the restrictions on transfers of Shares set forth in Sections 5.1, 5.2, 5.3, 5.4, 5.6 and 5.8 shall not apply in connection with an Approved Sale, anything in this Agreement to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger Transactioncontrary notwithstanding.