Common use of Tag-Along Right Clause in Contracts

Tag-Along Right. 7.1. Should NF and/or TEP intend to sell partially or all of their Binding Shares ("Assignor Shareholder") in view of receiving a call offer ("Offer"), submitted by any third party ("Potential Buyer"), A&A shall be entitled to tag‑along right related to the Binding Shares held thereby ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.

Tag-Along Right. 7.1. Should NF and/or TEP intend to sell partially (a) In case any or all of their Binding Promoters, individually or collectively, propose to Transfer any Shares ("Assignor Shareholder") held by them in view of receiving a call offer ("Offer")the Company, submitted by any third party ("Potential Buyer")then the Investor shall, A&A shall in addition to its right under Clause 4.2, be entitled to tag‑along right related exercise its Tag Right (as defined below), along with Metis and the other Shareholders of the Company (“Tag Shareholders”). All references to “Transferring Shareholder” in this Clause 4.3 mean a reference to such Promoter(s) who propose to Transfer the Promoter Sale Shares. (b) The Transferring Shareholder shall provide a written notice to the Binding Tag Shareholders setting out the price at which the Promoter Sale Shares held thereby ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares are proposed to be sold to the Potential Buyer for third party purchaser (“Third Party Transferee”) and other terms and conditions of such sale to the same Third Party Transferee (“Tag Offer Notice”). (c) The Tag Shareholders shall be entitled to issue a written notice to the Transferring Shareholder(s) within 30 (thirty) days of the receipt of the Tag Offer Notice to exercise their respective Tag Right. The Transferring Shareholder shall ensure that the Third Party Transferee purchases from the Tag Shareholders, the Tag Securities (as defined below) at the price per share and under same on terms and conditions provided for mentioned in the Offer, shall be divided between Tag Offer Notice (“Tag Right”) simultaneously with the Binding Shares purchase of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2Promoter Sale Shares. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer “Tag Securities” shall mean (i) acquire said shares concurrently with where the acquisition of A&A's Binding Shares, for the same price per share and under same conditions Promoters propose to Transfer less than 10% (ten percent) of the operation provided for Promoter Shares in aggregate either in a single or a series of transactions, all or any part of pro rata number of the offerSecurities held by the relevant Tag Shareholder on an “as if converted” basis; and (ii) firstly acquire where the Assignor Shareholder's Binding SharesPromoters propose to Transfer equal to or more than 10% (ten percent) of the Promoter Shares in aggregate either in a single or a series of transactions, should said Assignor Shareholder be holder all of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced the Securities held by the Assignor relevant Tag Shareholder to A&A and to in the Company, in . To the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by extent that a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to Tag Shareholder exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within Tag Right in accordance with the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of this Clause 4.3, the Offer are amended, assumption in which, a new Announcement number of Securities that the Transferring Shareholder may sell as part of the Offer total Securities in the Transfer to a Third Party Transferee shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreementcorrespondingly reduced. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.

Tag-Along Right. 7.1If any Offered Shares are available for sale to the Proposed Transferee upon compliance with Section 5.2 above, the Offerees shall have the right to offer and sell a proportionate number of Common Shares on a fully diluted basis to the Proposed Transferee at the same price and on the same terms and conditions contained in the Transfer Notice (the “Tag-Along Right”) in accordance with the following procedure: 5.4.1. Should NF and/or TEP intend The Selling Shareholder shall, prior to sell partially sale and after compliance with the provisions of Section 5.2, give notice (the “Tag-Along Notice”) to the other Shareholders of their Tag-Along Right. 5.4.2. Each Offeree shall have Sixty (60) business days after receipt of such notice to determine if it desires to offer Common Shares to the Proposed Transferee. 5.4.3. The Selling Shareholder shall cause the Proposed Transferee to offer in writing to each Offeree that has elected to participate in the sale of the Offered Shares (a “Tag-Along Offeror”) to purchase at the offer price indicated in the Transfer Notice, all or any part of that number of the Tag-Along Offeror’s Shares equal to the product obtained by multiplying (i) the aggregate number of Offered Shares available upon compliance with Section 5.2 above by (ii) a fraction, the numerator of which is the number of Common Shares owned by such Offeree on a fully diluted basis immediately before the time of the sale and the denominator of which is the sum of (x) the number of the Common Shares then owned by all of their Binding the Tag-Along Offerors on a fully diluted basis and (y) the number of Common Shares ("Assignor Shareholder"owned by the Selling Shareholder on a fully diluted basis. The Shares to be transferred by the Selling Shareholder shall be correspondingly reduced by the aggregate sum of each such product for each Tag-Along Offeror. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 5.4.4. Any such Tag-Along Offeror shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the Proposed Transferee one or more share certificates, properly endorsed for transfer, which represent the type and number of Shares that such participant elects to sell. Such share certificate(s) shall be transferred to the Proposed Transferee in view consummation of receiving a call offer ("Offer")the sale of the Offered pursuant to the terms and conditions specified in the Transfer Notice, submitted by and the Selling Shareholder shall concurrently remit to any third party ("Potential Buyer"), A&A shall such Tag-Along Offeror that portion of the sale proceeds to which the Participating Selling Shareholder is entitled under this Section 5.4. 5.4.5. In order to be entitled to tag‑along right related exercise its Tag-Along Right pursuant to Section 5.4, a Tag-Along Offeror must agree to make to the Binding Shares held thereby ("Tag‑Along Right")Proposed Transferee, as provided for hereinbelow. 7.1.1. In this caseto the extent applicable, the lot of Binding Shares same representations, warranties, indemnities, covenants and assurances (“Representations and Covenants”) as the Selling Shareholder agrees to be sold make in connection with the Transfer and agree to the Potential Buyer for the same price per share and under same conditions provided for to the Transfer as the Selling Shareholder; provided, however, that (a) the Tag-Along Offeror shall not be required to make any non-competition, non-solicitation or similar restrictive covenants that would exceed the scope of the covenants set forth in Article 16, and (b) a Tag-Along Offeror, who is also an Initial Shareholder, shall not be required to make any Representations and Covenants with respect to the rights it licensed to the other Initial Shareholder Selling Shareholder under the Restated Licenses that would exceed the scope of the corresponding Representations and Covenants in the Offer, Restated Licenses. All such Representations and Covenants shall be divided between made by the Binding Shares of Assignor Selling Shareholder and a Tag-Along Offeror severally and not jointly. Except with respect to individual Representations and Covenants of the Binding Shares of A&A, pro rata Tag-Along Offeror relating to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; unencumbered title to its Shares and (ii) firstly the power, authority and legal right to transfer its Shares, the aggregate liability of the Tag-Along Offeror shall not exceed the Tag-Along Offeror’s pro rata share of any such liability to be determined in accordance with the Tag-Along Offeror’s portion of the total number of Shares included in such transfer; provided that, in any event, the aggregate liability of the Tag-Along Offeror in connection with any such sale shall not exceed the proceeds the Tag-Along Offeror received in connection with the transfer. 5.4.6. If, for any reason whatsoever, the Proposed Transferee is unable to acquire the Assignor Shareholder's Binding Tag Along Shares at a price stated in the Transfer Notice (in accordance with this Article 5 ), the Proposed Transferee shall not acquire any of the Offered Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement if any such Transfer is not consummated before all of the Offer"), informing (i) the amount ending of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement all of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions expiration dates set forth in articles 37 Sections 5.2 and following of 5.4, then such Transfer shall not be made without first repeating and re-extending to the Company's Bylaws shall be observed, ensuring A&A's rights, Offeree the rights set out in this assumption, of selling all its Binding SharesArticle 5. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Tag-Along Right. 7.12.3.1. Should NF and/or TEP intend to sell partially In the event that one or all of their Binding Shares more Bear Stearns Stockholders ("Assignor ShareholderSeller") propose to Transfer (in view a si▇▇▇▇ ▇▇ansfer or a series of receiving related Transfers) shares of Common Stock provided that the Transfer is not an Exempt Transfer or a call offer Transfer to other Stockholders pursuant to the Right of First Offer set forth in Section 2.2, then each of the Stockholders other than the Seller (collectively, the "OfferTag-Along Stockholders")) shall have the right (the "Tag-Along Right") to require the proposed purchaser to purchase from such Tag-Along Stockholder up to the number of whole shares of Common Stock not to exceed the number derived by multiplying the total number of shares of Common Stock the Seller proposes to Transfer by a fraction, submitted the numerator of which is the total number of shares of Common Stock owned by any third party ("Potential Buyer")such Tag-Along Stockholder, A&A and the denominator of which is the total number of shares of Common Stock owned by the Seller and all Tag-Along Stockholders. Any shares of Common Stock purchased from Tag-Along Stockholders pursuant to this Section 2 shall be entitled to tag‑along right related to the Binding Shares held thereby ("Tag‑Along Right")paid for in cash, as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for at the same price per share and under upon the same terms and conditions provided for in as such proposed Transfer by the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along RightSeller. 7.22.3.2. The Assignor Shareholder may only validly sell Seller shall promptly notify the Binding Shares should Tag-Along Stockholders in writing and shall include in such notice (a "Sale Notice), the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share principal terms and under same conditions of the operation provided for in proposed Transfer including the offer; and (ii) firstly acquire sale price per share, the Assignor Shareholder's Binding Shares, should said Assignor Shareholder number of shares of Common Stock proposed to be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced sold by the Assignor Shareholder to A&A Seller and to the Companytotal number of shares of Common Stock held by the Seller and all Tag-Along Stockholders, in the form and for event it proposes to make a Transfer giving rise to the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential BuyerTag-Along Right. The Announcement Tag-Along Right may be exercised by any Tag-Along Stockholder (each, a "Participating Tag-Along Stockholder") by delivery of a written notice to the Offer shall be accompanied by a certified copy Seller proposing to sell shares of Common Stock (the Offer. 7.4. A&A shall have no later than "Tag-Along Notice") within fifteen (15) days as following delivery of the date Sale Notice by the Seller. The Tag-Along Notice shall state the amount of receipt of Announcement of shares that such Participating Tag-Along Stockholder proposes to include in such Transfer to the Offer proposed purchaser (not to express if it does exceed the number determined as aforesaid) . Each Tag-Along Stockholder who has not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. so delivered a Tag-Along Notice as set forth above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right have waived all of A&A, presupposing the inclusion of A&A's Binding Shares his rights with respect to participating in the Offer. 7.6Transfer, and the Seller and the Participating Tag-Along Stockholders shall thereafter be free to sell to the proposed purchaser, at a price no greater than I 110% of the price for such shares of Common Stock set forth in the Tag-Along Notice and on other principal terms which are not substantially more favorable to the Seller and the Participating Tag-Along Stockholders than those set forth in the Sale Notice, without any further obligation to such non-accepting Tag-Along Stockholders. NF and/or TEP If, prior to consummation, the terms of such proposed Transfer shall arrange change with the result that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, price shall be required greater than 110% of the share price for such shares of Common Stock set forth in the Tag-Along Notice or the other principal terms shall be substantially more favorable to sell the Binding SharesSeller and the Participating Tag-Along Stockholders than those set forth in the Sale Notice, unless it shall be necessary for a separate Sale Notice to be furnished, and the terms and conditions provisions of the Offer are amendedthis Section 2.3 separately complied with, assumption in which, a new Announcement of the Offer shall be forwarded order to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A consummate such proposed Transfer pursuant to this AgreementSection 2.3. 7.82.3.3. The acceptance of each Participating Tag-Along Stockholder shall be irrevocable except as hereinafter provided, and each such Participating Tag-Along Stockholder shall be bound and obligated to sell in the Transfer on the same terms and conditions, with respect to each share of Common Stock sold, as the Seller, such number of shares of Common Stock as such Participating Tag-Along Stockholder shall have specified in such Tag-Along Notice. In the event NF and/or TEP sell Binding Shares representing the CompanySeller shall be unable to obtain the inclusion in the Transfer of the entire number of shares of Common Stock which the Seller and each Participating Tag-Along Stockholder desires to have included in the Transfer (as evidenced in the case of the Seller by the Tag-Along Notice and in the case of each Participating Tag-Along Stockholder by such Participating Tag-Along Stockholder's ControlTag-Along Notice), the conditions set forth number of shares of Common Stock to be sold in articles 37 the Transfer by the Seller and following each Participating Tag-Along Stockholder shall be reduced on a pro rata basis according to the proportion which the number of shares of Common Stock which the Seller and each Participating Tag-Along Stockholder desires to have included in the Transfer, respectively, bears to the total number of shares of Common Stock desired by the Seller and all the Participating Tag-Along Stockholders to have included in the Transfer. 2.3.4. If at the end of the Company's Bylaws 120th day following the date of the delivery of the Sale Notice the Seller has not completed the Transfer (other than as a result of a breach of this Agreement by a Participating Tag-Along Stockholder), each Participating Tag-Along Stockholder shall be observedreleased from its obligations under his Tag-Along Notice, ensuring A&A's rightsthe Sale Notice shall be null and void, and it shall be necessary for a separate Sale Notice to be furnished, and the terms and provisions of this Section 2.3 separately complied with, in order to consummate such Transfer pursuant to this assumption, of selling all its Binding SharesSection 2.3.

Tag-Along Right. 7.1If a Founder wishes to Transfer its Share or a part thereof, including if such Transfer has been subject to ROFR, such Founder shall give a notice in writing (the Tag Notice) to all other shareholders at least 30 days before the proposed completion of the Transfer transaction. Should NF and/or TEP intend The other Shareholders shall have the tag along right pursuant to this Clause 9. The Tag Notice must state the name of the Buyer, the nominal value of the Sale Share, the Transfer Price and the transferring Founder’s address (or e-mail address) where applications for exercising the tag-along right should be sent. Within 15 days from the day of receipt of the Tag Notice, the other Shareholders shall have the right to require the transferring Founder to procure that the other Shareholders are entitled to sell partially a pro rata (in relation to the Share or all a part thereof to be transferred by the transferring Founder) portion of their Binding Shares to the Buyer simultaneously with the transferred Share or a part thereof of the transferring Founder at the same terms and conditions of such transfer ("Assignor Shareholder"including price and the form of consideration) (the Tag-along Transaction). If any Shareholder exercises its tag-along right in view of receiving a call offer ("Offer")accordance with the above, submitted the transferring Founder is entitled to Transfer the Sale Share to the Buyer only on the condition that the Buyer at the same time purchases from each Investor that has exercised its tag-along right the Share with such nominal value that such Investor has indicated in its application and such purchase is made on terms no less favourable than those applicable to the transferring Founder. Each Shareholder exercising the tag-along right shall give representations and warranties which are equivalent to those given by any third party ("Potential Buyer")the transferring Founder. Reverse Vesting, A&A Good Leaver and Bad Leaver9 The “Vesting Period” for Founders’ Shares shall be entitled to tag‑along right related to [TO BE COMPLETED]10 years from the Binding Effective Date. [25%] of Founders’ Shares held thereby ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered vest on the exercise date first anniversary of Tag‑Along Right. 7.2the Effective Date. The Assignor Shareholder may only validly sell remaining [75%] shall vest monthly in equal instalments over the Binding Shares should following [THE REMAINING PERIOD TO BE COMPLETED] years. A Founder becomes a “Bad Leaver” if the Potential Buyer (i) acquire said shares concurrently with Founder voluntarily resigns or the acquisition of A&A's Binding Shares, Founder’s Professional Relationship is terminated for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offercause, in writingeach case during the Vesting Period, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to unless the Company, in with the form and for the purposes laid down in this Chapter ("Announcement Investor Majority’s Consent, determines that, irrespective of the Offer")above, informing the Founder is not a Bad Leaver. For the above purpose: voluntary resignation means the unilateral termination of the Professional Relationship by the Founder which is not caused by (i) the amount Company’s material breach11 of Binding Shares tendered; the Professional Relationship, provided that such breach is not caused by the respective Founder acting in the capacity of the Company’s Executive Director or (ii) the price Founder’s death or inability to perform duties due to health reasons or similar serious reasons occurring independent of the Founder’s will preventing him/her from fully performing the Professional Relationship for a period of at least six months. An independent and payment conditions offered reputable expert must verify the existence of such reason under paragraph (b) hereof. The expert will be chosen by Potential Buyer for each Binding Share tenderedthe Investor and in case of health reasons, the expert must be a member of the Czech Medical Association (in Czech: Česká lékařská ▇▇▇▇▇▇); and termination for cause means the termination of the Professional Relationship in circumstances where (i) the Founder has committed a material breach12 of the Professional Relationship and failed to remedy such breach within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (ii) the Founder has been convicted in any court or administrative proceedings for any serious misconduct or criminal offence with respect to the Company or in connection with its Business, or (iii) the name Founder has caused material damage to the Company exceeding [Alternative 1: [CZK/EUR] [insert amount] / Alternative 2: [insert number]% of its yearly turnover]13 and qualification failed to compensate the Company for such damage within [30 days] as of Potential Buyer. The Announcement making a relevant request by the Company or any of the Offer shall be accompanied other Shareholders or (iv) the Founder has lost his/her legal capacity to perform the Professional Relationship pursuant to the conditions stipulated in the Business Corporations Act or the Civil Code, including recall from the office by a certified copy competent court or (v) a competent court resolves on the insolvency (in Czech: úpadek) of the Offer. 7.4Founder. A&A If a Founder becomes a Bad Leaver, the [Alternative 1: Investors on a pro rata basis to their Shares or in any other proportion as may be agreed between the Investors / Alternative 2: all the other Shareholders on a pro rata basis to their Shares or in any other proportion as may be agreed between such Shareholders] (the Entitled Acquirer) shall have no later than fifteen the right to acquire all Shares from such Founder either for [CZK/EUR] [1] or for the purchase price determined by the Entitled Acquirer (15which may not exceed the aggregate nominal value of such Shares), as elected by the Entitled Acquirer. If there are more parties acting as the Entitled Acquirer, they will decide on procedural steps and price(s) days as of under this Clause 10 with the date of receipt of Announcement of Investor Majority and will appoint a representative among them who will act on their behalf in procedural steps (e.g. sending notices) under this Clause 10. A Founder becomes a “Good Leaver” if the Offer to express if it does Founder’s Professional Relationship is terminated during the Vesting Period in circumstances where the Founder is not intend to exercise its Tag‑Along Righta Bad Leaver. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.

Tag-Along Right. (a) If any of the Minority Shareholders exercises its Tag-Along Right by delivering a Tag-Along Right Exercise Notice pursuant to Section 7.1. Should NF and/or TEP intend , such Minority Shareholder shall execute all necessary documents to sell partially or all of their Binding Shares ("Assignor Shareholder") in view of receiving give effect to such a call offer ("Offer"), submitted by any sale to the third party ("Potential Buyer"), A&A shall be entitled to tag‑along right related to the Binding Shares held thereby ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata Super-Majority Selling Shareholders shall use their best efforts to obtain from the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from third party transferee a Potential Buyer shall be immediately announced by the Assignor Shareholder bona fide offer addressed to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall such Minority Shareholders who have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along exercised their Tag Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless containing identical terms and conditions of the Offer are amended, assumption in which, sale as received by such Super-Majority Selling Shareholders (a new Announcement "Tag Along Offer"). (b) If none of the Offer shall be forwarded Minority Shareholders elect to A&A with exercise their Tag-Along Right, the Super-Majority Selling Shareholders may at any time within a view period of 45 days following the expiry of the 10 day period referred to resuming in Section 7.1 sell all of the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP Shares of the Super-Majority Selling Shareholders to carry out any transaction proposedthe third party transferee, notwithstanding the presentation of any Offer or intent on the condition that such Shares are to be transferred under a bona fide sale. (c) If one or more Minority Shareholders accept the Tag-Along Offer and exercise their respective Tag-Along Right, the purchase and the sale of the Shares to the third party transferee pursuant to the Tag-Along Offer will be completed in accordance with the provisions of the Tag-Along Offer and at the same time as the purchase and sale of the Shares by the Super-Majority Selling Shareholders to the third party transferee and as part of A&A pursuant to this Agreementthe same closing. 7.8. (d) In the event NF and/or TEP sell Binding that the third party transferee desires to purchase a number of Shares representing which is less than the Company's Controltotal number of Shares desired to be sold by the Super-Majority Selling Shareholders together with those Shares in respect of which Minority Shareholders have exercised a Tag-Along Right, the conditions set forth in articles 37 number of Shares to be sold by the Super-Majority Selling Shareholders and following of the Company's Bylaws Minority Shareholders shall be observed, ensuring A&A's rights, in this assumption, of selling reduced on a pro rata basis among all its Binding Sharessuch Shareholders.

Tag-Along Right. 7.1. Should NF and/or TEP intend to sell partially or all (a) In the event that the Stockholders receive, at any time during the term of their Binding Shares this Agreement, a bona fide third party offer in writing (the "Assignor Shareholder") in view of receiving a call offer ("Bona Fide Offer"), submitted which the Stockholders desire to accept, to purchase any or all of the Baltek shares owned by any the Stockholders, then the Stockholders shall give the Seller the name of the third party making the Bona Fide Offer (the "Potential BuyerProposed Acquirer") and a copy of the Bona Fide Offer, containing all of the material terms and conditions thereof (the "Stockholder Notice"). (b) The Seller shall have the irrevocable right (the "Tag-Along Right") to require the Stockholders to arrange with the Proposed Acquirer that the Proposed Acquirer purchase from the Seller, A&A shall be entitled to tag‑along right related on the same terms as set forth in the Bona Fide Offer as applicable to the Binding Stockholders in their capacity as shareholders of Baltek, that number of Seller's Shares held thereby ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1. In this casebut not less than such number of Seller's Shares) which is equal to the product of (x) the number of shares of Common Stock currently owned by the Seller and (y) a fraction, the lot numerator if which is the number of Binding Shares shares of Common Stock proposed to be sold by the Stockholders and the denominator of which is the number of shares of Common Stock (calculated on a fully diluted basis) currently owned by the Stockholders (the "Tag-Along Amount"). (c) The Tag-Along Right may be exercised by the Seller by delivery of a written notice to the Potential Buyer for Stockholders within twenty (20) calendar days following his receipt of the same price per share and under same conditions provided for in Stockholder Notice stating that the Offer, Seller intends to sell the Tag-Along Amount. Failure to deliver a Tag-Along Notice shall be divided between deemed conclusive of the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata Seller's intent to the set of corresponding interest in the Binding Shares tendered on the decline to exercise date of Tag‑Along his Tag-Along Right. 7.2. (d) The Assignor Shareholder may only validly sell the Binding Seller's Shares should the Potential Buyer (iwhether all or any portion thereof) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced purchased by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A Proposed Acquirer pursuant to this AgreementSection 8 shall be paid for at the same closing and upon the same terms and conditions, including price, as the shares of Common Stock sold by the Stockholders. 7.8. In (e) Any Seller's Shares sold pursuant to the event NF and/or TEP sell Binding Shares representing Tag-Along Right shall reduce the CompanyInstallments by the same number of Seller's ControlShares, the conditions set forth applied in articles 37 and following inverse order of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Sharesmaturity.

Tag-Along Right. 7.19.1. Should NF and/or TEP intend In the event one or more Shareholders decide to sell partially to third parties, directly or all of indirectly, through one or more transactions, their Binding Affected Shares ("Assignor Shareholder"“Sellers”) in view representing the control of receiving a call offer the Company ("Offer"“Transfer of Equity Control”), submitted and if the Preemptive Right has not been exercised by any third party ("Potential Buyer")the other Shareholders, A&A as set forth in Section 8, said Shareholders shall be entitled to tag‑along right related sell (“Participants”), jointly with the Sellers, the Shares they own, proportionally to the Binding number of Shares held thereby that are being sold ("Tag‑Along “Tag-along Right"”). 9.1.1. For the purposes of the provisions of this section, the definition of Transfer of Equity Control contained in Article 254-A of Law no. 6,404/76, as provided for hereinbelowamended by Law no. 10,303/2001 and CVM’s interpretations, shall apply. 7.1.19.2. In this casethe event set forth in item 9.1, the lot of Binding Shares to be sold to Sellers shall notify in writing the Potential Buyer for the same price per share other Parties and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement informing of the Offer"intended sale (“Sale Notification”), informing establishing a period not less than fifteen (15) Business Days to carry out the sale (“Sale Date”) The sales agreement draft agreed so far shall be attached to the Sale Notification and specify: (i) the amount name and qualification of Binding Shares tenderedthe buyer (“Buyer”); (ii) the number of Shares that the Sellers wish to sell; (iii) the price and payment conditions offered other sale terms; (iv) confirmation that the Buyer has been informed of the Tag-along Right; and (v) the Sale Date, limited to thirty (30) Business Days as of the date of the Sale Notification. 9.3. The Parties wishing to exercise their Tag-along Right (“Participants”) shall notify the Sellers and the Buyer, in writing, not later than five (5) Business Days as of the receipt of the Sale Notification, specifying the number of Affected Shares they intend to sell. 9.4. The price per Affected Share to be paid by Potential the Buyer for each Binding to the Participants shall be equal to the price per Affected Share tenderedpaid to the Seller. The sale terms shall be the same to both the Sellers and Participants, being established that when negotiating the sale of their Affected Shares to third parties, the Seller shall set forth that: (i) the only representations and warranties that the Participants will have to provide shall be related to the Affected Shares that the Participants will sell, to their legal capacity and to the authority of their legal representatives to execute the sales agreement; (ii) the only obligation of the Participants shall be to transfer the ownership of the Affected Shares to the Buyer, according to the terms of the shares purchase and sale agreement; and (iii) the name Participants shall be severally and qualification of Potential Buyernot jointly liable with regard to the sale. The Announcement If the Buyer does not accept these terms, the sale of the Offer Affected Shares by the Seller shall become dependent on the prior written approval by the Participants. 9.5. If the Buyer refuses to purchase all the Affected Shares offered by the Participants for sale in the exercise of the Tag-along Right, the Seller shall not be allowed to sell any of his Affected Shares to the Buyer, unless an express consent has been obtained from the Participants. 9.6. If none of the other Parties exercise their Tag-along Right, the Seller shall be accompanied by a certified copy of allowed, up to the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&ASale Date, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell his Affected Shares for the Binding Shares, unless same price and according to the same terms and conditions of informed in the Offer are amendedSale Notification. In the event the sale is not completed until the Sale Date and according to the terms offered, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures inherent to the Preemptive Right and the Tag-along Right, as provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposedAgreement, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Sharescarried out again.

Tag-Along Right. 7.1. Should NF and/or TEP intend to sell partially or all of their Binding Shares ("Assignor Shareholder") in view of receiving a call offer ("Offer"), submitted by any third party ("Potential Buyer"), A&A shall be entitled to tag‑along tag-along right related to the Binding Shares held thereby ("Tag‑Along Tag-Along Right"), as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Tag-Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Tag-Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Tag-Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Tag-Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.

Tag-Along Right. 7.1. Should NF and/or TEP intend (A) In the event the Transferor, after having first complied with the provisions of Section 12.2.2(a) to sell partially or all of their Binding 12.2.2(g) above, desires to transfer to the Buyer any Shares pursuant to Section 12.2.2(h), the Transferor shall give notice in writing (the "Assignor ShareholderTAG-ALONG NOTICE") in view to the other Shareholders (the "OTHER TAG-ALONG SHAREHOLDERS") of receiving a call offer such desire. The Tag-Along Notice shall specify the name of the Buyer, the number and class of Shares proposed to be transferred (the "OfferTAG-ALONG SHARES"), submitted by any third party ("Potential Buyer"), A&A shall be entitled to tag‑along right related to the Binding Shares held thereby ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment other terms and conditions offered by Potential Buyer for each Binding Share tendered; of such transfer and enclose an offer (iiithe "TAG-ALONG OFFER") dated the name and qualification of Potential Buyer. The Announcement date of the Tag-Along Notice made by the Buyer to the Other Tag-Along Shareholders to purchase the Shares then held by the Other Tag-Along Shareholders notwithstanding that the Other Tag Along-Shareholders may hold a class of Shares different from that of the Transferor, on the basis that the number of Tag-Along Shares which the Transferor and the Other Tag-Along Shareholders who accept the Tag-Along Offer (the Transferor and such Other Tag-Along Shareholders hereafter collectively called the "TAG-ALONG SELLERS") shall each sell shall be accompanied by a certified copy pro-rated according to the relevant Shareholding Percentages of the Offer. 7.4Tag-Along Sellers and on terms and conditions (including price per Share (on an as-converted basis)) no less favourable than those available to the Transferor as set out in such Tag-Along Notice. A&A shall have no later than fifteen Each of the Other Shareholders (15if it so desires) may accept the Tag-Along Offer made to it by serving on the Buyer (with a copy to the Transferor) notice in writing of its acceptance within 30 days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Tag-Along Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions (B) If any of the Other Tag-Along Shareholders accepts the Tag-Along Offer are amendedwithin the said 30-day period, assumption in which, a new Announcement completion of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 sale and following purchase of the Company's Bylaws relevant number of Shares held by such Other Tag-Along Shareholders and completion of the sale and purchase of the relevant number of Shares held by the Transferor shall be observed, ensuring A&A's rights, take place within 14 days following the expiry of the said 30-day period at the registered office of the Company and on such date as the Transferor and the Buyer shall agree and notify in this assumption, of selling all its Binding Shareswriting to the other Tag-Along Sellers.

Tag-Along Right. 7.1. Should NF and/or TEP intend If WHO proposes to sell partially transfer shares of Stock or all of their Binding Shares Equity Securities to any Person or Persons (other than to an Affiliate), WHO shall notify the Purchasers in writing (the "Assignor ShareholderTag Along Notice") in view of receiving a call offer ("Offer"), submitted by any third party ("Potential Buyer"), A&A shall be entitled to tag‑along right related to the Binding Shares held thereby ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1such proposed transfer and its terms and conditions. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than Within fifteen (15) days as of the date of receipt of Announcement a Tag Along Notice, each Purchaser shall notify WHO if it elects to participate in such transfer ("Tag Along Right") and shall state the number of shares of Stock or Equity Securities that the Purchaser desires to sell. Upon electing to transfer, each Purchaser shall be obligated to sell, at the same price and on the same terms as WHO, the number of shares stated in its notice to WHO. Each Purchaser may elect to sell such number of shares of Stock and number of Equity Securities as is equal to the number of shares of Stock and number of Equity Securities to be transferred multiplied by a fraction, the numerator of which shall be the aggregate number of shares of Stock and Equity Securities held by such Purchaser (calculated on a fully diluted basis) and the denominator of which shall be the aggregate number of shares of Stock and number of Equity Securities held by all transferors (calculated on a fully diluted basis). Each such Purchaser shall agree to enter into a purchase agreement in form and substance approved by WHO to the extent such agreement shall contain customary representations as to ownership of the Offer shares to express if it does be purchased and the absence of liens thereon. If the sale is not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention consummated within one hundred eighty (180) days following the term mentioned in 7.4. above delivery of the Tag Along Notice, then each Purchaser shall no longer be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required obligated to sell the Binding Shares, unless terms such Purchaser's shares of Stock and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A Equity Securities pursuant to such Tag Along Right but shall remain subject to the provisions of this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.Section 3.02 with respect to any subsequent proposed transfer described

Tag-Along Right. 7.1. Should NF and/or TEP intend 11.1 In the event that the Shareholder(s) Intending to Sell individually or collectively sell partially or all contribute more than 25% of their Binding the Shares ("Assignor Shareholder") in view of receiving the Company to a call offer ("Offer"), submitted by any third party in one or more related transactions, each other Shareholder who has not exercised his Right to Purchase according to Section 10 may request that the Shareholder(s) Intending to Sell procure that such other Shareholder can sell or contribute and transfer a pro rata portion of its Shares to the onward purchaser at the same terms and conditions as set forth in the First Tender Offer provided that such terms and conditions, where such other Shareholder does not hold at least 10% of the Shares, must, as concerns the period following completion of the relevant transaction, not impose any restrictions upon such other Shareholders ("Potential Buyer"such as non-compete or non-solicit) other than customary confidentiality obligations in relation to the relevant transaction (the “Tag Along Right”), A&A . 11.2 The Tag Along Right shall be entitled exercised within ten (10) Business Days after the lapse of any Right to tag‑along right related to the Binding Shares held thereby ("Tag‑Along Right"), Purchase as provided for hereinbelow. 7.1.1in Section 10, and shall be sent by the Shareholder(s) entitled to co-sell to the Shareholder/s Intending to Sell. In this caseIf the prospective buyer/acquirer does not wish to purchase all the Shares which the Shareholders entitled to co-sell wish to sell, the lot Shareholder/s Intending to Sell shall notify the co-selling Shareholders of Binding Shares to be sold the prospective buyer’s/acquirer’s wish, and, the relevant co-selling Shareholders must declare to the Potential Buyer for Shareholder/s Intending to Sell, within ten (10) Business Days of receipt of the same price per share and under same conditions provided for in notification, whether it/they intend to demand the Offersale of their Shares on a pro rata basis, shall be divided between or whether they decide not to co-sell their Shares. If the Binding co-selling Shareholders demand the sale of their Shares of Assignor Shareholder on a pro rata basis, the Shareholder/s Intending to Sell and the Binding co-selling Shareholders shall sell their Shares of A&A, pro rata to the set of corresponding interest their participation in the Binding Shares tendered on Company at the exercise date day of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions receipt of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the First Tender Offer. 7.4. A&A shall have no later than fifteen (15) days as 11.3 The Shareholders are obliged to actively participate in preparing and implementing a due diligence customary to a transfer of Shares, to support the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights sale provided for herein. 7.7. Once exercised therein to their best extent possible and to undertake all actions required or necessary for the Tag‑Along Righttransfer to come into effect, A&A upon request of NF and/or TEP, shall be required to sell as long as the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant provisions according to this AgreementAgreement are adhered to by the Shareholder/s Intending to Sell. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.

Tag-Along Right. 7.1. Should NF and/or TEP intend (a) At least 30 days prior to sell partially or all any Transfer of their Binding Shares Units by any Onex Investor (the "Assignor Shareholder") in view of receiving a call offer ("OfferINITIATING EQUITYHOLDER"), submitted by such Initiating Equityholder shall deliver a written notice (the "SALE NOTICE") to each other Equityholder (including any third party ("Potential Buyer"other Onex Investor), A&A shall be entitled to tag‑along right related to specifying in reasonable detail the Binding Shares held thereby ("Tag‑Along Right"identity of the prospective transferee(s), as provided for hereinbelow. 7.1.1. In this casethe number of Units to be transferred, the lot of Binding Shares price per Unit to be sold paid for such Units, and the other terms and conditions of the Transfer. Each of such other Equityholders may elect to participate in the Potential Buyer for contemplated Transfer at the same price per share and under on the same conditions provided for terms by delivering written notice to the Initiating Equityholder within 15 days after delivery of the Sale Notice (each such electing Equityholder is a "PARTICIPATING EQUITYHOLDER"). Each Participating Equityholder will be entitled and obligated to sell in the Offercontemplated Transfer, at the price per Units and on the same terms, a number of Units equal to such Participating Equityholder's Tag-Along Percentage of the number of Units proposed to be transferred by the Initiating Equityholder and the number of Units to be transferred by the Initiating Equityholder in such contemplated Transfer shall be divided between reduced by the Binding Shares number of Assignor Shareholder Units to be transferred by the Participating Equityholders (unless the Initiating Equityholder purchases such Units directly from the Participating Equityholders pursuant to Section 5.1(b)), simultaneously with and conditioned upon the Binding Shares closing of A&A, pro rata to the set of corresponding interest in sale by the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2Initiating Equityholder. The Assignor Shareholder Initiating Equityholder may only validly sell abandon the Binding Shares should contemplated Transfer at any time prior to its closing without any liability or obligation under this Section 5.1. A Participating Equityholder's "TAG-ALONG PERCENTAGE" is the Potential Buyer (i) acquire said shares concurrently with quotient obtained by dividing the acquisition number of A&A's Binding Shares, for Units owned by such Participating Equityholder by the same price per share and under same conditions sum of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder aggregate number of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced Units owned by the Assignor Shareholder Equityholders (including the Initiating Equityholder) and, without duplication, all other holders having co-sale rights with respect to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offersuch Transfer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.

Tag-Along Right. 7.19.1. Should NF and/or TEP intend In the event one or more Shareholders decide to sell partially to third parties, directly or all of indirectly, through one or more transactions, their Binding Affected Shares ("Assignor Shareholder"“Sellers”) in view representing the control of receiving a call offer the Company ("Offer"“Transfer of Equity Control”), submitted and if the Preemptive Right has not been exercised by any third party ("Potential Buyer")the other Shareholders, A&A as set forth in Section 8, said Shareholders shall be entitled to tag‑along right related sell (“Participants”), jointly with the Sellers, the Shares they own, proportionally to the Binding number of Shares held thereby that are being sold ("Tag‑Along “Tag-along Right"”). 9.1.1. For the purposes of the provisions of this section, the definition of Transfer of Equity Control contained in Article 254-A of Law no. 6,404/76, as provided for hereinbelowamended by Law no. 10,303/2001 and CVM’s interpretations, shall apply. 7.1.19.2. In this casethe event set forth in item 9.1, the lot of Binding Shares to be sold to Sellers shall notify in writing the Potential Buyer for the same price per share other Parties and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement informing of the Offer"intended sale (“Sale Notification”), informing establishing a period not less than fifteen (15) Business Days to carry out the sale (“Sale Date”) The sales agreement draft agreed so far shall be attached to the Sale Notification and specify: (i) the amount name and qualification of Binding Shares tenderedthe buyer (“Buyer”); (ii) the number of Shares that the Sellers wish to sell; (iii) the price and payment conditions offered other sale terms; (iv) confirmation that the Buyer has been informed of the Tag- along Right; and (v) the Sale Date, limited to thirty (30) Business Days as of the date of the Sale Notification. 9.3. The Parties wishing to exercise their Tag-along Right (“Participants”) shall notify the Sellers and the Buyer, in writing, not later than five (5) Business Days as of the receipt of the Sale Notification, specifying the number of Affected Shares they intend to sell. 9.4. The price per Affected Share to be paid by Potential the Buyer for each Binding to the Participants shall be equal to the price per Affected Share tenderedpaid to the Seller. The sale terms shall be the same to both the Sellers and Participants, being established that when negotiating the sale of their Affected Shares to third parties, the Seller shall set forth that: (i) the only representations and warranties that the Participants will have to provide shall be related to the Affected Shares that the Participants will sell, to their legal capacity and to the authority of their legal representatives to execute the sales agreement; (ii) the only obligation of the Participants shall be to transfer the ownership of the Affected Shares to the Buyer, according to the terms of the shares purchase and sale agreement; and (iii) the name Participants shall be severally and qualification of Potential Buyernot jointly liable with regard to the sale. The Announcement If the Buyer does not accept these terms, the sale of the Offer Affected Shares by the Seller shall become dependent on the prior written approval by the Participants. 9.5. If the Buyer refuses to purchase all the Affected Shares offered by the Participants for sale in the exercise of the Tag-along Right, the Seller shall not be allowed to sell any of his Affected Shares to the Buyer, unless an express consent has been obtained from the Participants. 9.6. If none of the other Parties exercise their Tag-along Right, the Seller shall be accompanied by a certified copy of allowed, up to the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&ASale Date, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell his Affected Shares for the Binding Shares, unless same price and according to the same terms and conditions of informed in the Offer are amendedSale Notification. In the event the sale is not completed until the Sale Date and according to the terms offered, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures inherent to the Preemptive Right and the Tag-along Right, as provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposedAgreement, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Sharescarried out again.

Tag-Along Right. 7.1If any Offered Shares are available for sale to the Proposed Transferee upon compliance with Section 5.2 above, the Offerees shall have the right to offer and sell a proportionate number of Common Shares on a fully diluted basis to the Proposed Transferee at the same price and on the same terms and conditions contained in the Transfer Notice (the “Tag-Along Right”) in accordance with the following procedure: 5.4.1. Should NF and/or TEP intend The Selling Shareholder shall, prior to sell partially sale and after compliance with the provisions of Section 5.2, give notice (the “Tag-Along Notice”) to the other Shareholders of their Tag-Along Right. 5.4.2. Each Offeree shall have Sixty (60) business days after receipt of such notice to determine if it desires to offer Common Shares to the Proposed Transferee. 5.4.3. The Selling Shareholder shall cause the Proposed Transferee to offer in writing to each Offeree that has elected to participate in the sale of the Offered Shares (a “Tag-Along Offeror”) to purchase at the offer price indicated in the Transfer Notice, all or any part of that number of the Tag-Along Offeror’s Shares equal to the product obtained by multiplying (i) the aggregate number of Offered Shares available upon compliance with Section 5.2 above by (ii) a fraction, the numerator of which is the number of Common Shares owned by such Offeree on a fully diluted basis immediately before the time of the sale and the denominator of which is the sum of (x) the number of the Common Shares then owned by all of their Binding the Tag-Along Offerors on a fully diluted basis and (y) the number of Common Shares ("Assignor Shareholder"owned by the Selling Shareholder on a fully diluted basis. The Shares to be transferred by the Selling Shareholder shall be correspondingly reduced by the aggregate sum of each such product for each Tag-Along Offeror. 5.4.4. Any such Tag-Along Offeror shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the Proposed Transferee one or more share certificates, properly endorsed for transfer, which represent the type and number of Shares that such participant elects to sell. Such share certificate(s) shall be transferred to the Proposed Transferee in view consummation of receiving a call offer ("Offer")the sale of the Offered pursuant to the terms and conditions specified in the Transfer Notice, submitted by and the Selling Shareholder shall concurrently remit to any third party ("Potential Buyer"), A&A shall such Tag-Along Offeror that portion of the sale proceeds to which the Participating Selling Shareholder is entitled under this Section 5.4. 5.4.5. In order to be entitled to tag‑along right related exercise its Tag-Along Right pursuant to Section 5.4, a Tag-Along Offeror must agree to make to the Binding Shares held thereby ("Tag‑Along Right")Proposed Transferee, as provided for hereinbelow. 7.1.1. In this caseto the extent applicable, the lot of Binding Shares same representations, warranties, indemnities, covenants and assurances (“Representations and Covenants”) as the Selling Shareholder agrees to be sold make in connection with the Transfer and agree to the Potential Buyer for the same price per share and under same conditions provided for to the Transfer as the Selling Shareholder; provided, however, that (a) the Tag-Along Offeror shall not be required to make any non-competition, non-solicitation or similar restrictive covenants that would exceed the scope of the covenants set forth in Article 16, and (b) a Tag-Along Offeror, who is also an Initial Shareholder, shall not be required to make any Representations and Covenants with respect to the rights it licensed to the other Initial Shareholder Selling Shareholder under the Restated Licenses that would exceed the scope of the corresponding Representations and Covenants in the Offer, Restated Licenses. All such Representations and Covenants shall be divided between made by the Binding Shares of Assignor Selling Shareholder and a Tag-Along Offeror severally and not jointly. Except with respect to individual Representations and Covenants of the Binding Shares of A&A, pro rata Tag-Along Offeror relating to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; unencumbered title to its Shares and (ii) firstly the power, authority and legal right to transfer its Shares, the aggregate liability of the Tag-Along Offeror shall not exceed the Tag-Along Offeror’s pro rata share of any such liability to be determined in accordance with the Tag-Along Offeror’s portion of the total number of Shares included in such transfer; provided that, in any event, the aggregate liability of the Tag-Along Offeror in connection with any such sale shall not exceed the proceeds the Tag-Along Offeror received in connection with the transfer. 5.4.6. If, for any reason whatsoever, the Proposed Transferee is unable to acquire the Assignor Shareholder's Binding Tag Along Shares at a price stated in the Transfer Notice (in accordance with this Article 5 ), the Proposed Transferee shall not acquire any of the Offered Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement if any such Transfer is not consummated before all of the Offer"), informing (i) the amount ending of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement all of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions expiration dates set forth in articles 37 Sections 5.2 and following of 5.4, then such Transfer shall not be made without first repeating and re-extending to the Company's Bylaws shall be observed, ensuring A&A's rights, Offeree the rights set out in this assumption, of selling all its Binding SharesArticle 5.

Tag-Along Right. 7.1. Should NF and/or TEP intend to sell partially or all of their Binding Shares 5.3.1 In the event any Shareholder ("Assignor the “Selling Shareholder") in view of receiving a call offer ("Offer"”), submitted by after having first complied with the provisions of Clause 5.2, desires to transfer any third party of its Shares to the Buyer or another Shareholder in accordance with Clause 5.2 ("Potential Buyer"the Buyer or such purchasing Shareholder, the “Tag-Along Purchaser”), A&A the Selling Shareholder shall give notice in writing (the “Tag-Along Notice”) to each of the other Shareholders (collectively, the “Tag-Along Shareholders” and each, a “Tag-Along Shareholder”) of such desire. The Tag-Along Notice shall specify the name of the Tag-Along Purchaser to whom the Selling Shareholder proposes to transfer such Shares, the number and class of Shares proposed to be entitled to tag‑along right related to transferred (the Binding Shares held thereby ("Tag‑Along Right"“Tag-Along Shares”), as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless other terms and conditions of such transfer and enclose an offer (the Offer are amended, assumption in which, a new Announcement “Tag-Along Offer”) dated the date of the Offer Tag-Along Notice made by the Tag-Along Purchaser to the Tag-Along Shareholders to purchase the Shares held by the Tag-Along Shareholders at such time, on the basis that the number of Tag-Along Shares which the Selling Shareholder shall sell, and the number of Shares that the Tag-Along Shareholders shall sell, shall be forwarded pro rata (based on their respective Shareholding Percentages) the number of Shares agreed to A&A be purchased by the Tag-Along Purchaser, and on terms and conditions (including price) no less favourable to the Tag-Along Shareholders than those available to the Selling Shareholder. Each Tag-Along Shareholder (if it so desires) may accept the Tag-Along Offer made to it by serving on the Tag-Along Purchaser (with a view copy to resuming the procedures provided for Selling Shareholder) notice in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding writing of its acceptance within 14 days from the presentation receipt of any Offer or intent on the part of A&A pursuant to this AgreementTag-Along Offer. 7.8. In 5.3.2 If any Tag-Along Shareholder accepts the event NF and/or TEP sell Binding Shares representing Tag-Along Offer within the Company's Controlsaid 14-day period, the conditions set forth in articles 37 and following completion of the Company's Bylaws sale and purchase of the relevant number of Shares held by such Tag-Along Shareholder and completion of the sale and purchase of the relevant number of Shares held by the Selling Shareholder shall take place simultaneously within 14 days following the expiry of the said 14-day period at the registered office of the Company and on such date within such 14-day period as the Selling Shareholder and the Tag-Along Purchaser shall agree in writing and notified in writing to the relevant Tag-Along Shareholder. 5.3.3 The completion of the sale and purchase of the Selling Shareholder’s Shares to the Tag-Along Purchaser shall be observed, ensuring A&A's rights, in this assumption, conditional on and be simultaneous with the completion of selling all its Binding Sharesthe sale and purchase of the Shares held by the Tag-Along Shareholder(s) who accepted the Tag-Along Offer within the said 14-day period.

Tag-Along Right. 7.1. Should NF and/or TEP intend to sell partially or all (A) Without limiting the generality of their Binding Shares the applicable provisions of the Operating Agreement, in the event of a proposed Preferred Member Change in Control occurring during the Employment Period ("Assignor Shareholder") in view of receiving a call offer ("Offer"“Tag Along Transfer”), submitted by the Company (on behalf of the Preferred Members) shall deliver prompt written notice to Executive of any third party such Tag-Along Transfer ("Potential Buyer"the “Tag Along Notice”), A&A specifying in reasonable detail the identity of the prospective transferee(s), the proposed amount and form of consideration for the Units (as defined in the Operating Agreement) being transferred, and any other material terms and conditions of such Tag-Along Transfer. Executive shall be entitled to tag‑along right related sell in the Tag-Along Transfer, at the same price and on the same terms under which the Units are proposed to be sold, all of the Common Units then held by Executive immediately prior to such Tag-Along Transfer (the “Tag Along Right”). Executive may exercise the Tag-Along Right by delivering to the Binding Shares held thereby Company ("Tag‑Along Right"), as provided for hereinbelowon behalf of the Preferred Members) notice of such election during the ten (10) business day period immediately following the delivery of the Tag-Along Notice. 7.1.1(B) The Company (on behalf of the Preferred Members) shall use reasonable commercial efforts to obtain the agreement of the prospective transferee(s) to the participation of the Executive in any such Tag-Along Transfer. If the Company (on behalf of the Preferred Members) is unable to cause the prospective transferee(s) to purchase all of the shares proposed to be transferred by the Preferred Members and Executive, then the number of shares that the Preferred Members and Executive shall be permitted to sell in such Tag-Along Transfer shall be scaled back pro rata based on the number of shares held individually by the Preferred Members and Executive relative to the aggregate number of shares held by both the Preferred Members and Executive in total. (C) In the event Executive elects to exercise the Tag-Along Right, such transfer shall be governed by the terms and provisions of the contract of sale or the terms of sale between the Preferred Members and the prospective transferee(s). In this casethe event Executive fails to timely exercise the Tag-Along Right, or fails to timely close with respect to such right, then the lot of Binding Shares Preferred Members will have the right, in the sole discretion, to sell the Units to be sold to the Potential Buyer for such prospective transferee(s), on substantially the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days terms as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 the contract of sale or the terms of sale with respect to such Tag-Along Transfer, free and following clear of the Company's Bylaws shall be observed, ensuring A&A's rights, all of Executive’s rights to participate in this assumption, of selling all its Binding Sharessuch Tag-Along Transfer.

Tag-Along Right. 7.1. Should NF and/or TEP intend to sell partially or all of their Binding Shares ("Assignor Shareholder") in view of receiving a call offer ("Offer"), submitted by any third party ("Potential Buyer"), A&A shall be entitled to tag‑along right related to 14.4.1 If the Binding Shares held thereby ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and ROFR Offer Share under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions Clause 14.3 exceeds [***] of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder share capital of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does any ROFR Holder that has chosen not intend to exercise its Tag‑Along Right of First Refusal in accordance with Clause 14.3 (each, a “Tag Along Shareholder”)shall have the right (but not the obligation) to participate in the sale of ROFR Offer Shares by the Transferring Shareholder to the Prospective Purchaser at a price not less than the ROFR Offer Price and on terms no more favourable than those offered to the ROFR Holders(“Tag Along Right”). 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor 14.4.2 Each Tag Along Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to notify the Company and the Transferring Shareholder of its decision to exercise the Tag Along Right on or before the expiry of the ROFR Prescribed Period (“Tag Along Notice”), and shall state in the Tag Along Notice the number of its Shares that it wishes to sell as part of the Binding Transfer (“Tag Along Shares”), except that the number of the Tag Along Shares which the Prospective Purchaser is required to purchase shall be capped by the number of ROFR Offer Shares which the Prospective Purchaser is purchasing from the Transferring Shareholder. 14.4.3 For the avoidance of doubt, the Tag Along Shareholder shall not be required to provide the Prospective Purchaser any indemnification or otherwise assume any other post-closing liabilities except to give customary representations and warranties on its legal title to its Tag Along Shares, unless terms legal authority and conditions capacity and non-contravention of other agreements. 14.4.4 In the Offer are amended, assumption in which, event of a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A Tag Along Shareholder exercising its Tag Along Right pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's ControlClause 14.4, the conditions set forth in articles 37 Transferring Shareholder and following each of the Company's Bylaws other ROFR Holders shall be observeddeemed to have waived their respective Right of First Refusal in respect of the Tag Along Shares which are Transferred in accordance with this Clause 14.4. If the Transferring Shareholder fails to procure the Prospective Purchaser to purchase the Tag Along Shares of any Tag Along Shareholder in accordance with this Clause 14.4, ensuring A&A's rights, in this assumption, of selling all its Binding Sharesthe Transferring Shareholder shall not be entitled to transfer any ROFR Offer Shares to the Prospective Purchaser.

Tag-Along Right. 7.1. Should NF and/or TEP intend to sell partially or all of their Binding Shares ("Assignor Shareholder") in view of receiving a call offer ("Offer"), submitted by any third party ("Potential Buyer"), A&A shall be 9.1 Each Other Shareholder is entitled to tag‑along right related request from the Selling Shareholder who is entitled to transfer Sale Shares to the Binding Shares held thereby ("Tag‑Along Right")Prospective Acquirer pursuant to Section 8.3 above, as provided for hereinbelow. 7.1.1that all or a part of its shares regardless of the class of its shares in the Company are sold and/or transferred to the Prospective Acquirer on a pro rata basis at the terms and conditions set forth in the Transfer Notice. In this case, the lot of Binding Shares The tag-along right is to be exercised by written declaration to the Selling Shareholder within three (3) weeks as of receipt of the Transfer Notice, stating the maximum (and, if desired minimum) number and class of shares in the Company that are being requested to be co-sold to the Potential Buyer for Prospective Acquirer and may be made jointly with the same price per share issuance of a Purchase Statement pursuant to Section 8.2. The Selling Shareholder shall inform the Prospective Acquirer about the fact and under same conditions provided for to what extent other Shareholders have exercised their tag-along rights. 9.2 Without undue delay (unverzüglich) after expiry of the three (3) weeks period as set forth in Section 9.1, the Selling Shareholder is obliged to inform the Other Shareholders who have exercised their tag-along right in writing of the aggregate nominal amount of shares in the OfferCompany the Prospective Acquirer is prepared to acquire. If the Prospective Acquirer is not prepared to additionally acquire all the shares in the Company in respect of which a tag-along right pursuant to Section 9.1 has been exercised, then the Other Shareholders who have exercised their tag-along right shall be divided between inform the Binding Shares Selling Shareholder within one (1) week after receipt of Assignor the notification under the preceding sentence, whether they request to sell their shares in the Company on a pro rata basis according to the nominal amount of shares in the Company held by the Selling Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of such Other Shareholders inter se at the date of receipt of Announcement the Transfer Notice or all their shares in the Company pursuant to Section 9.3 below, as the case may be. Such request is binding on the Selling Shareholder; i.e., the Selling Shareholder shall procure that the Sale Shares and the shares in the Company in respect of which a tag-along right has been exercised are sold to the Offer to express if it does not intend to exercise its Tag‑Along RightProspective Acquirer in accordance with this Section 9.2 and the provisions below. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. 9.3 In the event NF that the Prospective Acquirer would hold directly and/or TEP sell Binding indirectly 50 % or more of all shares in the Company after acquisition of the Sale Shares representing and the shares from the Other Shareholders who have exercised their tag-along right under Section 9.2 above (if any), all Other Shareholders enjoy a tag-along right in accordance with the provisions of this Section 9 which may be exercised with respect to all of their shares in the Company's Control, irrespective of the conditions set forth class, and any transfer to the Prospective Acquirer may only be made if the Prospective Acquirer, in articles 37 and following the event the respective Other Shareholder who has exercised its tag-along right so demands, takes all shares in the Company held by the respective Other Shareholder. For the purposes of the preceding provisions, shares in the Company already held and/or to be acquired in connection with such acquisition by an Affiliate of the Prospective Acquirer or a person acting in concert within the meaning of section 2 (5) Takeover Act (Wertpapiererwerbs- und Übernahme Gesetzt WpÜG) with the Prospective Acquirer are deemed to be held by the Prospective Acquirer. Sentence 1 of this Section 9.3 applies mutatis mutandis if the Prospective Acquirer is a competitor of the Company or an Affiliate of a competitor of the Company's Bylaws shall . 9.4 If the Prospective Acquirer rejects to acquire the Sale Shares as well as the shares in respect of which a tag-along right under the preceding provisions has been exercised, either in total in case of Section 9.3 or on a pro rata basis in case of Section 9.1, none of the Sale Shares may be observed, ensuring A&A's rights, in sold and/or transferred to the Prospective Acquirer. 9.5 No tag-along right applies with respect to share sales and/or transfers effected for implementation of the right of first refusal under Section 8 or the tag-along right under this assumption, Section 9. No share sale and no transfer effected for implementation of selling all its Binding Sharesthe tag-along right under this Section 9 triggers the obligations under Section 7.

Tag-Along Right. 7.15.1 Subject to Sections 4 and 4A above and Sections 5A below, and for so long as there are Available for Sale Target Shares proposed to be transferred by any Transferring Shareholders, each Right of First Refusal Holder who has not exercised its Right of First Refusal with respect to any part of the Target Shares (the “Tag-Along Holder”) shall have the right (the “Tag-Along Right”), exercisable upon written notice (the “Tag-Along Notice”) delivered to the Transferring Shareholder within ten (10) Business Days after the expiration of the ROFR Response Period, or if applicable, the expiration of the Over-Allotment Exercise Period, to participate in the sale of the Available for Sale Target Shares on the terms and conditions as set forth in Section 5.2 below. Should NF and/or TEP intend Each Tag-Along Holder who elected to exercise its Tag-Along Right shall not be required to make any representations or warranties with respect to the business or assets of the Group Companies. 5.2 Each Tag-Along Holder may participate in the proposed sale and sell that number of Preferred Shares (or Ordinary Shares converted from Preferred Shares) not to exceed the product obtained by multiplying the aggregate number of the Available for Sale Target Shares by a fraction, the numerator of which is the number of Ordinary Shares held by such Tag-Along Holder (assuming the conversion of all Preferred Shares held by such Tag-Along Holder convertible into Ordinary Shares) at the time of the Tag-Along Notice and the denominator of which is the sum of (A) the aggregate number of Ordinary Shares held by all the Tag-Along Holders exercising the Tag-Along Right plus (B) the number of the Shares held by the Transferring Shareholder(s) (in both (A) and (B), assuming the conversion of all Preferred Shares held by such Tag-Along Holder and such Transferring Shareholder(s) as applicable), and the Shares that can be sold by the Transferring Shareholders to the Prospective Transferee shall be correspondingly reduced. 5.3 Each participating Tag-Along Holder shall effect its participation in the proposed sale by, immediately prior to the applicable closing, delivering to the Transferring Shareholder(s) an instrument of transfer, together with one or more certificates that represent the number of Shares that it elects to sell. 5.4 The Transferring Shareholder(s) shall deliver to the Company the instrument(s) of transfer and share certificate(s) in respect of the transfer of any Shares pursuant to Section 5.3 promptly upon receipt of the same. Upon receipt of the instrument(s) of transfer and share certificate(s) referred to above from the Transferring Shareholder(s), the Company shall register such transfer and make the appropriate entries on the Register of Members of the Company to reflect such transfer, and the Transferring Shareholder(s) shall concurrently therewith remit to each participating Tag-Along Holder that portion of the sale proceeds to which it is entitled by reason of its participation in such transfer. To the extent that any Prospective Transferee prohibits such assignment or otherwise refuses to purchase Shares from a Preferred Shareholder exercising its Tag-Along Right hereunder, the Transferring Shareholder(s) shall not sell to such Prospective Transferee any Shares unless and until, simultaneously with such sale, the Prospective Transferee shall purchase from such Preferred Shareholder the Shares that it is entitled to sell partially under this Section 5. 5.5 The exercise or all non-exercise of their Binding the Tag-Along Right by any Tag-Along Holder hereunder shall not adversely affect its right to participate in subsequent sales of Shares subject to Section 5.1. 5A CLOUDARY HOLDINGS LIMITED’S RIGHT OF FIRST REFUSAL AND TAG-ALONG RIGHT 5A.1 Notwithstanding any other provision of this Agreement, but subject to Section 5A.3, before any Right of First Refusal Holder may invoke its applicable right of first refusal pursuant to Section 4.1 or tag-along right pursuant to Section 5.1, in the event any Shareholder ("Assignor Shareholder"other than Cloudary Holdings Limited) in view of receiving a call offer ("Offer"), submitted by the “Transferor”) is proposing to transfer any Equity Securities (the “Shareholder Offered Shares”) to any third party purchaser that is not an Affiliate of such Transferor ("Potential Buyer"provided, however, that such Transferor’s Affiliate shall not be any Restricted Subscribers or their Affiliates), A&A shall be entitled and: (a) in such transfer, the Transferor proposes to tag‑along transfer, directly or indirectly, all or a portion of its Equity Securities to any Restricted Subscribers or their Affiliates; or (b) such transfer is in a transaction or part of a series of transactions that, if consummated, will result in a Change of Control, 5A.2 Cloudary Holdings Limited has the right related of first refusal (“Cloudary Holdings Limited Right of First Refusal”) to purchase all or any portion of the Shareholder Offered Shares, or the right to sell all or any portion of the Shares it holds to the Binding Shares held thereby offering party in preference to the Transferor ("Tag‑Along “Cloudary Holdings Limited Co-Sale Right"”), as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for in each case at the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata subject to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless material terms and conditions of as described in the Offer are amendedDisposition Notice, assumption in which, a new Announcement of the Offer shall be forwarded to A&A accordance with a view to resuming the this Section 5A.2. The procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 Section 4 and following Section 5 shall apply to the exercise of the Company's Bylaws shall be observedCloudary Holdings Limited Right of First Refusal and the Cloudary Holdings Limited Co-Sale Right (as the case may be) to the largest extent applicable as if Cloudary Holdings Limited is the sole Right of First Refusal Holder and the sole Tag-Along Holder (as the case may be). For avoidance of any doubt, ensuring A&A's rights, notwithstanding anything to the contrary in this assumptionAgreement, the Cloudary Holdings Limited Right of selling all its Binding SharesFirst Refusal and the Cloudary Holdings Limited Co-Sale Right is not assignable in connection with or following any transfer of Shares by Cloudary Holdings Limited.

Tag-Along Right. 7.1. Should NF and/or TEP intend (a) Subject to sell partially or all of their Binding Shares ("Assignor Shareholder") in view of receiving a call offer ("Offer"Sections 3.6(c), submitted by any third party ("Potential Buyer"3.7(h) and 3.7(i), A&A if Kakaopay or the ▇▇▇▇▇▇ Stockholders (in each case, the “Tag-Along Seller”, and the other Party, the “Tagging Person”) proposes to Transfer any Post-ROFR Stock to the Proposed Transferee pursuant to the Transfer Offer (a “Tag-Along Sale”), which shall in all events be conditioned upon the satisfaction of the Tag-Along Seller’s obligations pursuant to Sections 3.2 to 3.6 (as the Offering Stockholder), then the delivery of the applicable Transfer Notice to the Tagging Person (as the ROFR Offeree) pursuant to Section 3.3 shall be deemed to constitute the Tag-Along Seller’s offer to the Tagging Person to participate in such Transfer in accordance with this Section 3.7 (the “Tag-Along Offer”). (b) Solely to the extent that the Tagging Person has not exercised its right to purchase any of the Offered Stock or has declined to exercise its right to purchase any of the applicable Offered Stock pursuant to Section 3.4 (as the ROFR Offeree), the Tagging Person shall have the right (a “Tag-Along Right”), exercisable by written notice (a “Tag-Along Response Notice”) given to the Tag-Along Seller within five (5) Business Days after its receipt of the Transfer Notice (the “Tag-Along Notice Period”), to request that the Tag-Along Seller include in the proposed Transfer up to a number of shares of Common Stock representing the Tagging Person’s Tag-Along Portion; provided that the Tagging Person shall be entitled to tag‑along right related include in the Tag-Along Sale no more than its Tag-Along Portion of Common Stock and the Tag-Along Seller shall be entitled to include the Post-ROFR Stock (reduced, to the Binding Shares held thereby ("Tag‑Along Right"extent necessary, so that the Tagging Person shall be able to include its Tag-Along Portion) and such additional Common Stock as permitted by Section 3.7(f), as provided for hereinbelow. 7.1.1(c) Each Tag-Along Response Notice shall include wire transfer or other instructions for payment of any consideration for the Common Stock being Transferred in such Tag-Along Sale. In this caseThe Tagging Person shall also deliver to the Tag-Along Seller, together with its Tag-Along Response Notice, the lot certificates or other applicable instruments or evidence of Binding Shares ownership representing the Common Stock of the Tagging Person to be included in the Tag-Along Sale, together with a notarized, limited power-of-attorney authorizing the Tag-Along Seller or its representative to Transfer such Common Stock on the terms set forth in the Transfer Notice. Delivery of the Tag-Along Response Notice with such certificates or other applicable instruments or evidence of ownership and limited power-of-attorney shall constitute an irrevocable acceptance of the Tag-Along Offer by the Tagging Person, subject to the provisions of this Section 3.7; provided, however, that if the terms of the proposed sale changes in any material respect such that the per share price shall be less than the per share price set forth in the Tag-Along Offer, the form of consideration shall be materially different or the other terms and conditions shall be materially less favorable to the Tagging Person than those set forth in the Tag-Along Offer, the Tagging Person that has previously delivered a Tag-Along Response Notice shall be permitted to withdraw the acceptance contained in such Tag-Along Response Notice by written notice to the Tag-Along Seller and upon such withdrawal shall be released from its obligations with respect to the applicable Tag-Along Sale. If at the termination of the Tag-Along Notice Period the Tagging Person shall not have elected to participate in the Tag-Along Sale, the Tagging Person shall be deemed to have waived its rights under Section 3.7(a) with respect to the Transfer of its Common Stock pursuant to the applicable Tag-Along Sale. (d) If the Tag-Along Seller has not completed the Transfer of all Common Stock proposed to be sold by the Tag-Along Seller and the Tagging Person on substantially the same terms and conditions set forth in the Transfer Notice on or prior to the Potential Buyer for the same price per share and under same conditions provided for in the OfferTransfer Deadline, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently the Tag-Along Seller shall return to the Tagging Person the limited power-of-attorney and all certificates or other applicable instruments or evidence of ownership representing the Common Stock that the Tagging Person delivered for Transfer pursuant to this Section 3.7 and any other documents in the possession of the Tag-Along Seller executed by the Tagging Person in connection with the acquisition of A&A's Binding Sharesproposed Tag-Along Sale, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire all the Assignor Shareholder's Binding Sharesrestrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Common Stock shall continue in effect, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down avoidance of doubt, no Transfer of Common Stock by Kakaopay or the ▇▇▇▇▇▇ Stockholders shall be permitted unless the procedures set forth in in this Chapter Section 3.7 are adhered with. ("Announcement e) Promptly after the consummation of the Offer"Tag-Along Sale (and, in any event, within two (2) Business Days of such consummation), informing the Tag-Along Seller shall (i) notify the Tagging Person thereof, (ii) remit to the Tagging Person the total consideration for the Common Stock of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with Section 3.7(i), with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag-Along Response Notice, and (iii) furnish such other evidence of the completion and the date of completion of such Transfer and the terms thereof as may be reasonably requested by the Tagging Person. The Tag-Along Seller shall promptly remit to the Tagging Person any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. (f) If (i) the amount of Binding Shares tendered; Tagging Person declines to exercise its Tag-Along Right, or (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend Tagging Person elects to exercise its Tag‑Along RightTag-Along Right with respect to less than the Tagging Person’s Tag-Along Portion, the Tag-Along Seller shall be entitled to Transfer, pursuant to the Tag-Along Offer, a number of shares of Common Stock held by it equal to the number of shares of Common Stock constituting, as the case may be, the Tag-Along Portion of the Tagging Person or the portion of the Tagging Person’s Tag-Along Portion with respect to which the Tag-Along Right was not exercised. 7.5. A&A's failure to express its intention within the term mentioned (g) Notwithstanding anything contained in 7.4. above this Section 3.7, there shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent no liability on the part of A&A the Tag-Along Seller to the Tagging Person (other than the obligation to return any certificates or other applicable instruments or evidence of ownership of the applicable Common Stock and limited powers-of-attorney received by the Tag-Along Seller) or any other Person if the Transfer of Common Stock pursuant to this Section 3.7 is not consummated for whatever reason or if the Tag-Along Seller determines, for any reason, not to consummate the Transfer referred to in this Section 3.7. (h) For the avoidance of doubt, the provisions of this Section 3.7 shall not apply to any proposed Transfer of Common Stock by the Tag-Along Seller (i) to the Company and/or the ROFR Offeree pursuant to Sections 3.2 to 3.6, or (ii) to a Permitted Transferee. In addition, the provisions of this Section 3.7 shall not apply, in the case of the ▇▇▇▇▇▇ Stockholders, to any proposed Transfer pursuant to any 10b5-1 trading plan currently in effect or the exercise of the warrant held by BCW pursuant to the BCW Warrant Agreement. 7.8. In (i) Notwithstanding anything herein to the event NF and/or TEP sell Binding Shares representing the Company's Controlcontrary, the conditions set forth in articles 37 rights and following obligations of the Company's Bylaws Tagging Person to participate in a Tag-Along Sale under this Section 3.7 are subject to the following conditions: i. upon the consummation of the Tag-Along Sale, (A) each of Kakaopay and the ▇▇▇▇▇▇ Stockholders participating therein will receive the same form and amount of consideration (per Common Stock); provided that in no event shall any consideration for any services, such as placement or transaction, investment banking or investment advisory fees payable to the Tag-Along Seller, as the case may be, or any related Person in connection with such transaction, or any consideration for any additional agreements entered into in connection with such transaction, such as non-competition agreements, be included in the amount of consideration, and (B) if any of Kakaopay and the ▇▇▇▇▇▇ Stockholders are given an option as to the form and amount of consideration to be received, all such participating Persons will be given the same option; ii. the Tagging Person shall not be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale, and the Tagging Person shall be observedobligated to pay only its pro rata share (based on the number of shares of Common Stock Transferred) of expenses incurred in connection with a consummated Tag-Along Sale to the extent such expenses are incurred for the benefit of all of Kakaopay and the ▇▇▇▇▇▇ Stockholders participating therein and are not otherwise paid by the Company or another Person; and iii. the Tagging Person shall (A) make such representations, ensuring A&A's rightswarranties and covenants, provide such indemnities and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer (except that in this assumptionthe case of representations and warranties (e.g., with respect to title to such shares of selling Common Stock, capacity, consents and approvals, and no conflicts) pertaining solely to, or covenants, indemnities or other agreements made solely by, the Tag-Along Seller, the Tagging Person shall make, to the extent applicable, comparable representations and warranties pertaining solely to (and, as applicable, covenants, indemnities or other agreements made solely by) the Tagging Person); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as to the Tagging Person) be expressly stated to be several but not joint (other than those representations, warranties, covenants, indemnities or other agreements that pertain solely to the Tag-Along Seller, who shall bear all of the liability related thereto) and the Tagging Person shall not be liable for more than its Binding Sharespro rata share (based on the number of shares of Common Stock Transferred) of any liability for misrepresentation or indemnity, (B) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller, and (C) be required to bear its proportionate share of any escrows, holdbacks or adjustments in purchase price.

Tag-Along Right. 7.1. Should NF and/or TEP intend In connection with any Tag-Along Sale, each Tag-Along Holder shall have the right (the “Tag-Along Right”) to sell partially or all in the Tag-Along Sale a number of their Binding whole Shares ("Assignor Shareholder") in view of receiving a call offer ("Offer"), submitted by any third party ("Potential Buyer"), A&A shall be entitled to tag‑along right related up to the Binding number of Shares held thereby equal to the product of ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1. In this case, x) the lot total number of Binding Shares to be sold to the Potential Buyer proposed purchaser multiplied by (y) a fraction, the numerator of which is the number of Shares held by such Tag-Along Holder and the denominator of which is the total number of Shares held by all other Tag-Along Holders and the Selling Holder. Any Shares purchased from a Tag-Along Holder pursuant to this Section 3.3(a) shall be paid for upon the same terms and conditions (including as to price per share and under same conditions provided for in type of consideration) received by the OfferSelling Holder. Notwithstanding the foregoing, shall be divided between if a Tag-Along Sale Notice is delivered prior to the Binding Shares of Assignor Shareholder First Put Closing Date, and the Binding number of Shares of A&A, pro rata proposed to be Transferred by the set of corresponding interest Selling Holder in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions such Tag-Along Sale Notice constitutes more than 50% of the operation provided for in the offer; issued and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from outstanding Shares on a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days Fully Diluted Basis as of the date of receipt of Announcement the Tag-Along Sale Notice, then each Stockholder (other than Progressive and its Affiliates) shall have the right to sell in such Tag-Along Sale up to 100% of the Offer Shares then owned by such Stockholder for a price per Share equal to express if it does the same per Share consideration received by the Selling Holder. The Selling Holder will not intend Transfer any of its Shares to exercise its Tag‑Along Right.the prospective purchaser(s) unless: 7.5. A&A's failure A. the prospective purchaser(s) agrees to express its intention within the term mentioned participation of all electing Tag-Along Holders in 7.4. above shall be deemed by Assignor Shareholder as intent such contemplated Tag-Along Sale and to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding the Shares held by such holders that are entitled to be sold in such Tag-Along Sale on the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, following terms: no Tag-Along Holder shall be obligated to indemnify any party to the Transfer, except for indemnification obligations of such Tag-Along Holder that are pro rata (and not joint and several) based on such Tag-Along Holder’s share of the consideration received on terms consistent with the indemnification required of the Selling Holder and all Tag-Along Holders; or B. the Selling Holder purchases from each electing Tag-Along Holder the same number of Shares (at the same price and on the same terms, including pro rata (and not joint and several) indemnification) that such Tag-Along Holder would have been entitled to sell had the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreementprospective transferee(s) so agreed. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.

Tag-Along Right. 7.1. Should NF and/or TEP intend to sell partially or all of their Binding Shares (a) If any Founding Shareholder (the "Assignor Tag Along Selling Shareholder") intends to sell all or a portion of its Shares other than in view connection with an Initial Public Offering, Public Sale or a Permitted Transfer, the Tag Along Selling Shareholder shall use its best efforts to procure that the purchaser of receiving a call such Shares shall also offer (the "Tag Along Offer")) to purchase from each of Intrinsic, submitted Acer, Icon, Mitsubishi, Index, and Temasek (the "Tag Along Seller") a number of Shares (including Common Shares issuable on conversion of Preferred Shares) that represents the same ratio of the Shares then held by any third party ("Potential Buyer"), A&A each Tag Along Seller as the percentage of the Shares to be purchased by such purchaser from the Tag Along Selling Shareholder to the total number of Shares then held by the Tag Along Selling Shareholder. The purchase price per Share and the terms of sale of the Shares in the Tag Along Offer shall be entitled to tag‑along right related the same as the proposed sale by the Tag Along Selling Shareholders to the Binding Shares held thereby ("Tag‑Along Right"), as provided proposed purchaser. Any such Tag Along Offer to the each Tag Along Seller shall be open for hereinbelowat least 20 days. 7.1.1. In this case(b) If the proposed purchaser in (a) above does not agree to increase the amount of Shares it proposes to purchase by making a Tag Along Offer to the Tag Along Sellers, the lot amount of Binding Shares to be sold by the Tag Along Selling Shareholder shall be reduced accordingly and the proposed purchaser will purchase such portion from the Tag Along Sellers instead. If in the case where one or more of the Tag Along Sellers can not sell its Shares to the Potential Buyer for proposed purchaser together with the same price per share and under same conditions provided for in Tag Along Selling Shareholder's Shares due to an inability of the Offerproposed purchaser, Tag Along Selling Shareholder shall be divided between the Binding not sell any of its Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Rightproposed purchaser. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.

Tag-Along Right. 7.1. Should NF and/or TEP intend 8.4.1 If MGE Shareholder proposes to Transfer, other than in a Qualified IPO, all or a portion of its Company Equity Securities (the “Tag Along Offered Shares”) to any Third Party Buyer (such Transfer, a “Tag Along Sale”), the Warrantholders and the Exercise Shareholders shall have a tag along right (the “Tag Along Right”) to sell partially or all their Company Equity Securities in such Tag Along Sale on the terms set out in this Clause 8.4. 8.4.2 MGE Shareholder shall notify the Warrantholders and the Exercise Shareholders in writing of their Binding Shares such proposed Transfer ("Assignor Shareholder") in view of receiving a call offer ("Offer"the “Tag Along Notice”), submitted by any third party at least two ("Potential Buyer"), A&A shall be entitled to tag‑along right related 2) months prior to the Binding Shares held thereby ("Tag‑Along Right"), as provided for hereinbelowdate on which MGE Shareholder expects to consummate the Tag Along Sale. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and under same conditions provided for in the Offer, 8.4.3 The Tag Along Notice shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right.forth: 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iiia) the name and qualification of Potential Buyer. The Announcement address of the Offer shall Third Party Buyer; (b) the number of Tag Along Offered Shares proposed to be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares Transferred in the Offer.Tag Along Sale; 7.6. NF and/or TEP shall arrange that (c) the Potential Buyer acknowledges A&A's rights provided for herein.purchase price in cash per Tag Along Offered Share; and 7.7. Once exercised (d) the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless other material terms and conditions of the Offer are amendedTransfer, assumption in which, a new Announcement including the expected closing date of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this AgreementTag Along Sale. 7.8. 8.4.4 In the event NF that the terms and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following the Tag Along Notice (other than the address of the Company's Bylaws Third Party Buyer) are thereafter amended in any respect other than in any de minimis respect, the MGE Shareholder shall promptly provide written notice (an “Amended Tag Along Notice”) of the amended terms and conditions of the proposed Transfer to the Warrantholders and the Exercise Shareholders. 8.4.5 Upon receipt of a Tag Along Notice or an Amended Tag Along Notice, each Warrantholder and Exercise Shareholder shall have the right, exercisable at its option and within thirty (30) days of receipt of such notice (the “Tag Along Exercise Period”), to elect to participate in the proposed Tag Along Sale with respect to any Tag Along Shares (as defined below), on terms and conditions no less favourable to the Warrantholders or the Exercise Shareholders than those set forth in the Tag Along Notice or an Amended Tag Along Notice, as applicable, by delivery of a written notice indicating its election to participate in the Tag Along Sale (a “Tag Along Exercise Notice”). (a) A Tag Along Exercise Notice delivered by a Warrantholder or Exercise Shareholder (each, a “Tag Along Holder” and, together, the “Tag Along Holders”) shall be observed, ensuring A&A's rightsbinding upon such Tag Along Holder upon delivery and irrevocable by such Tag Along Holder (unless an Amended Tag Along Notice is sent by MGE Shareholder, in which case the initial Tag Along Exercise Notice provided by a Tag Along Holder shall be deemed to be withdrawn and the Tag Along Holder shall have a right to deliver a new Tag Along Exercise Notice in response to the Amended Tag Along Notice). (b) The failure of a Warrantholder or Exercise Shareholder to deliver a Tag Along Exercise Notice by the end of the Tag Along Exercise Period shall constitute a waiver of the Tag Along Right under this assumptionClause 8.4 with respect to the Transfer of the Tag Along Offered Shares, but shall not affect its rights with respect to any future Transfers. 8.4.6 In the event that a Tag Along Holder shall have exercised its Tag Along Right by delivering a Tag Along Exercise Notice within the Tag Along Exercise Period, then MGE Shareholder shall not Transfer any Tag Along Offered Shares to the Third Party Buyer specified in the relevant Tag Along Notice (the “Prospective Transferee”) unless the Prospective Transferee simultaneously purchases from each Tag Along Holder, such number of Shares or Warrants (as applicable) (collectively, the “Tag Along Shares”) equal to: (a) the number of Shares or Warrants held by the Tag Along Holder, multiplied by (b) a fraction, the numerator of which is the number of Tag Along Offered Shares and the denominator of which is the aggregate number of Shares held by MGE Shareholder, at a price which is the same or above, and upon terms and conditions which are no less favourable in the aggregate to the Tag Along Holders than, those set forth in the applicable Tag Along Notice or Amended Tag Along Notice. 8.4.7 Notwithstanding Clause 8.4.6, if the total number of Shares and Warrants that the Prospective Transferee is willing to purchase is less than the sum of the Tag Along Offered Shares and the Tag Along Shares, the Warrantholders and the Exercise Shareholders shall have a priority right over MGE Shareholder in selling all of their Tag Along Shares that constitute Warrants and/or Exercised Shares to the Prospective Transferee in the Tag Along Sale, and the Tag Along Offered Shares of MGE Shareholder to be included in such Tag Along Sale shall be reduced proportionately. 8.4.8 Each Tag Along Holder shall execute the applicable purchase agreement, if any, as is executed by MGE Shareholder with respect to the Tag Along Sale and shall make or provide the same representations, warranties, covenants and indemnities as MGE Shareholder makes or provides in connection therewith; provided that: (a) such Tag Along Holder shall only be obligated to make or provide representations and warranties that relate to such Tag Along Holder’s due organization, valid existence and good standing, such Tag Along Holder’s title to and ownership of its Binding Tag Along Shares (including that such Tag Along Shares are free from Encumbrances (other than (x) any restrictions on transfer imposed by applicable securities Laws or this Agreement or (y) any Encumbrances created by or through the Group Companies)), the authorization, execution and delivery of relevant documents and the enforceability of such documents against such Tag Along Holder; (b) none of MGE Shareholder, on the one hand, or any Tag Along Holder, on the other hand, shall be obligated to make any of the foregoing representations and warranties with respect to the other Holders or their Equity Securities or contribute towards the cost of any warranty insurance; (c) unless otherwise agreed to by the Tag Along Holders in writing, all indemnities and other obligations assumed or incurred in connection with a Tag Along Sale, other than with respect to representations and warranties made individually by such Tag Along Holder pursuant to paragraph (a) above and covenants made individually by such Tag Along Holder, shall be allocated solely to MGE Shareholder; and (d) in no event shall any Tag Along Holder have any indemnity or other obligation for any amount exceeding the proceeds actually received by such Tag Along Holder in the Tag Along Sale or be obligated to make any part of such proceeds subject to a retention of any nature. 8.4.9 Subject to Clause 8.4.8, the Tag Along Holders shall take all actions as may be reasonably necessary to consummate the Tag Along Sale, including, without limitation, entering into agreements and delivering certificates and instruments (including (a) a form of transfer in respect of their Tag Along Shares, (b) a duly executed sale agreement pursuant to which the Tag Along Holders provide representations and warranties as to title to, and ownership of, the Tag Along Shares (including that the Tag Along Shares are free from Encumbrances (other than (x) any restrictions on transfer imposed by applicable securities Laws or this Agreement or (y) any Encumbrances created by or through the Group Companies)), and (c) the share certificate(s) (or an indemnity in its place) in respect of the Tag Along Shares held by them), in each case, consistent with the agreements being entered into and the certificates and instruments being delivered by MGE Shareholder. 8.4.10 The fees and expenses of MGE Shareholder reasonably incurred in connection with a Tag Along Sale and for the mutual benefit of MGE Shareholder and the Tag Along Holders (it being understood that costs incurred by or on behalf of MGE Shareholder for its sole benefit will not be considered to be for the benefit of the Tag Along Holders), to the extent not paid or reimbursed by the Company or the Prospective Transferee, shall be shared by MGE Shareholder and the Tag Along Holders on a pro rata basis, based on the aggregate consideration received by such Shareholders. 8.4.11 Subject to the requirements and conditions of this Clause 8.4 and the other applicable provisions of this Agreement, MGE Shareholder shall have four (4) months following the delivery of a Tag Along Notice in which to consummate the Tag Along Sale (which four (4) month period may be extended for a reasonable time not to exceed thirty (30) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority). If, at the end of such period, MGE Shareholder has not completed the Tag Along Sale, MGE Shareholder may not then effect a Transfer that is subject to this Clause 8.4 without again fully complying with the provisions of this Clause 8.4. 8.4.12 At the closing of the Tag Along Sale, the Tag Along Holders timely electing to participate in the Tag Along Sale shall enter into the agreements and deliver the certificates and instruments, in each case, required by Clause 8.4.9 against payment therefor directly to such Tag Along Holder of the aggregate consideration to which such Tag Along Holder is entitled in the Tag Along Sale in accordance with the provisions of this Clause 8.4. 8.4.13 The Tag Along Right provided in this Clause 8.4 shall apply equally in (i) any Exit Event involving a Group Company other than the Company or (ii) any proposed Transfer to a Third Party Buyer (other than in a Qualified IPO) of Equity Securities of any Group Company other than the Company, in each case in respect of which the Warrantholders and the Exercise Shareholders hold Substitution Shares, in which case the Warrantholders and the Exercise Shareholders shall have a Tag Along Right in such Group Company with respect to the Substitution Shares (to be transferred to the Warrantholders and/or the Exercise Shareholders upon a Substitution Transaction pursuant to Clause 7.8), in each case mutatis mutandis, and Clauses 8.4.1 through 8.4.12 shall be construed accordingly.

Tag-Along Right. 7.1. Should NF and/or TEP intend If WHO proposes to sell partially transfer shares of Stock or all of their Binding Shares Equity Securities to any Person or Persons (other than to an Affiliate) in a transaction, WHO shall notify the Wolf Holders in writing (the "Assignor ShareholderTag Along Notice") in view of receiving a call offer ("Offer"), submitted by any third party ("Potential Buyer"), A&A shall be entitled to tag‑along right related to the Binding Shares held thereby ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1such proposed transfer and its terms and conditions. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than Within fifteen (15) days as of the date of receipt of Announcement a Tag Along Notice, each Wolf Holder shall notify WHO if it elects to participate in such transfer ("Tag Along Right") and shall state the number of shares of Stock that such Wolf Holder desires to sell. Upon electing to transfer, the Wolf Holders shall be obligated to sell, at the same price and on the same terms as WHO, the number of shares stated in its notice to WHO. The Wolf Holders may elect to sell such number of shares of Stock as is equal to the aggregate number of shares of Stock and number of Equity Securities to be transferred in such transaction multiplied by a fraction, the numerator of which shall be the aggregate number of shares of Stock held by the Wolf Holders (calculated on a fully diluted basis) and the denominator of which shall be the aggregate number of shares of Stock and number of Equity Securities held by all transferors (calculated on a fully diluted basis). The Wolf Holders shall agree to enter into a purchase agreement in form and substance approved by WHO to the extent such agreement shall contain customary representations as to ownership of the Offer shares to express if it does be purchased and the absence of liens thereon. If the sale is not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention consummated within one hundred eighty (180) days following the term mentioned in 7.4. above delivery of the Tag Along Notice, then a Wolf Holder shall no longer be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required obligated to sell its shares of Stock pursuant to such Tag Along Right but shall remain subject to the Binding Shares, unless terms and conditions provisions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded this Section 3.02 with respect to A&A with a view to resuming the procedures provided for any subsequent proposed transfer described in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this AgreementSection 3. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.

Tag-Along Right. 7.1If either AGTPL or GEPL desire to Transfer the Sale Shares to a third party and is the Selling Shareholder according to Article 169 above, the Selling Shareholder shall provide PTC a pro-rata tag along right based on the ratio of (x) the number of Sale Shares being sold by the Selling Shareholder to (y) the Selling Shareholder’s total shareholding in the Company (“Tag Ratio”). Should NF and/or TEP intend The Tag Ratio multiplied by 100 (Hundred) shall be referred to sell partially or all as the “Tag Percentage”. The Selling Shareholder shall send a written notice (“Tag Along Notice”) to PTC, setting forth in detail the terms of their Binding Shares the proposed sale, including the name(s) of the purchaser(s) to whom the proposed sale is to be made, price per Sale Share ("Assignor Shareholder") in view of receiving a call offer ("Offer"“Offered Price”), submitted by any third party ("Potential Buyer"), A&A shall be entitled to tag‑along right related to the Binding Shares held thereby ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1. In this case, the lot number of Binding Shares shares proposed to be sold to and other material terms of the Potential Buyer for the same price per share proposed sale, and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer proposed sale which shall not be less than 30 (iThirty) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, Business Days from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement Tag Along Notice by PTC. Upon receipt of the Offer Tag Along Notice, PTC shall have the option to express if it does not intend Transfer a number of shares equal to exercise its Tag‑Along Right. 7.5. A&A's failure the product of (i) Tag Percentage and (ii) the total number of Shares owned by PTC in the Company, to express its intention within the term purchaser(s) on the terms and conditions mentioned in 7.4the Tag Along Notice by serving upon the Selling Shareholder a written notice in that regard within 15 (Fifteen) Business Days of receipt of the Tag Along Notice (“Tag Along Option”). above shall be deemed by Assignor Shareholder as intent PTC may, at its discretion, choose not to exercise the Tag‑Along Right of A&ATag Along Option, presupposing in which case, the inclusion of A&A's Binding Selling Shareholder shall be free to sell all the Sale Shares to any party on terms no more favourable to the buyer than stated in the Offer. 7.6Tag Along Notice. NF and/or TEP If PTC exercises the Tag Along Option, the Selling Shareholder shall arrange that not Transfer the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once Sale Shares unless the shares with respect to which PTC has exercised the Tag‑Along RightTag Along Option are sold simultaneously, A&A in each case in accordance with the Tag Along Notice. If PTC does not exercise its Tag Along Option and does not serve a written notice upon request Selling Shareholder within 15 (Fifteen) Business Days of NF and/or TEPreceipt of the Tag Along Notice, then the Selling Shareholder shall be required entitled to sell Transfer the Binding Shares, unless terms Sale Shares to the purchaser(s) mentioned in the Tag Along Notice at the Offered Price and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreementterms mentioned in the Tag Along Notice. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.

Tag-Along Right. 7.15.1. Should NF and/or TEP intend If at any time WS Acquisition wishes to sell partially Alienate or all Dispose of their Binding Shares (each, a "Assignor ShareholderTransfer") any of its Shares in view one or a series of receiving related transactions to any Person or Persons other than any Affiliate of WS Acquisition that becomes a call offer party to this Agreement as provided herein in Section 9 (such Person or Persons, a "OfferTransferee"), submitted by any third party ("Potential Buyer"), A&A the Caisse shall be entitled to tag‑along exercise a tag along right related to such that the Binding Transferee will purchase the Shares held thereby of the Caisse that it holds or that it may hold after exercising its Warrants (the "Tag‑Along Tag Along Right"). 5.2. Any proposed Alienation or Disposal of Shares by WS Acquisition shall be disclosed in writing by WS Acquisition to the Caisse (the "Transfer Notice") 5.3. If the Caisse wishes to exercise its Tag Along Right, it shall notify WS Acquisition by written notice (the "Tag-Along Notice") on or before the expiration of 10 Business Days following receipt of the Transfer Notice that the Caisse desires to Transfer to the proposed Transferee all or a portion of its Shares on the same price, terms and conditions set forth in the Transfer Notice. The Tag-Along Notice shall specify the number of Shares that the Caisse desires to Transfer (the "Tag-Along Amount"). The maximum number of Shares that the Caisse shall be entitled to Transfer hereunder shall be determined by multiplying the number of Shares held by the Caisse at the time of the Transfer Notice by a fraction, the numerator of which is the number of Shares proposed to be Transferred to the Transferee by WS Acquisition and the denominator of which is the number of Shares then owned by WS Acquisition. If the Caisse does not provide WS Acquisition with a Tag Along Notice within the period specified above, WS Acquisition shall be free to consummate the sale of Shares to the Transferee in the amount and at not more than the purchase price set forth in the Transfer Notice and on substantially the same other terms and conditions set forth in the Transfer Notice within the 60 day period following the Transfer Notice. 5.4. Any representation or indemnity provided by the Caisse to the Transferee in a purchase agreement relating to such Transfer will relate only to the Shares transferred by it. 5.5. The Company shall, upon request by the Caisse, issue to the Caisse one or more stock certificates registered in the names and in the denominations (aggregating in a number equal to the original denomination) requested by the Caisse, to facilitate any partial sale of Shares pursuant to this Section 5. 5.6. To the extent that any prospective Transferee is unwilling or otherwise refuses to purchase Shares as provided for hereinbelow. 7.1.1. In in this case, Section 5 from the lot of Binding Caisse (other than because the Caisse refuses to sell such Shares to be sold to the Potential Buyer for on the same price per share and under other terms and conditions (except as specified in Section 5.3 or 5.4) and on the same conditions provided for closing date set forth in the Offerrelevant Transfer Notice), WS Acquisition shall be divided between not Transfer to such prospective Transferee any Shares, unless, simultaneously with such Transfer, WS Acquisition shall purchase such Shares from the Binding Shares of Assignor Shareholder Caisse on the same price and the Binding Shares of A&A, pro rata to the set of corresponding interest other terms and conditions specified in the Binding Transfer Notice. 5.7. If WS Acquisition Transfers any of its Shares tendered on to a Transferee in one or a series of related transactions within 185 days of the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer this Agreement, (i) acquire said shares concurrently with WS Acquisition shall immediately notify the acquisition of A&A's Binding Shares, for Company and the same price per share and under same conditions Caisse of the operation provided for in the offer; details of such transaction, and (ii) firstly acquire the Assignor Shareholder's Binding SharesCompany shall (unless the Caisse instructs the Company expressly to the contrary) pay to the Caisse a cash fee (the "CASH FEE") equal to the product of (A) a fraction, should said Assignor Shareholder be holder the numerator of common shares rather than Binding Shares. 7.3which is the number of Shares so Transferred by WS Acquisition, and the denominator of which is the number of Shares owned by WS Acquisition immediately prior to such Transfer, TIMES, (B) the number of Shares owned (or deemed owned upon exercise of Warrant A) by Caisse, TIMES, (C) the per Share price realized by WS Acquisition in such Transfer. The Offer, in writing, from a Potential Buyer Cash Fee shall be immediately announced paid by the Assignor Shareholder Company to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as Caisse within 5 Business Days of the date of the closing of the Transfer by WS Acquisition. Upon receipt of Announcement the Cash Fee, Caisse shall deliver to the Company a portion (equal to the fraction in clause (A) of this Section 5.7) of Warrant A for cancellation by the Company and Caisse shall not be entitled to receive any other consideration than the Cash Fee in connection with such transaction. It is agreed between the parties that if by May 14, 2001 a fully financed firm offer is received by the Company which would be sufficient to repay Facility 2 and if Facility 2 is so repaid in full as a result of the Offer above-mentioned offer no later than June 13, 2001, the Caisse shall promptly return to express if it does not intend the Company one third [ie. 2.5%/7.5%] of the Cash Fee previously received by the Caisse from the Company. The Company represents and warrants to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange Caisse that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised Board of Directors has specifically approved the Tag‑Along Righttransactions contemplated by this Section 5.7 and such transactions are, A&A upon request of NF and/or TEPtherefore, shall intended to be required to sell the Binding Shares, unless terms and conditions exempt from Section 16(b) of the Offer are amended, assumption in which, a new Announcement Securities Exchange Act of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A 1934 pursuant to this AgreementRule 16b-3(e). 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.

Tag-Along Right. 7.1. Should NF and/or TEP intend 3.2.1 Subject to sell partially or all of their Binding Shares compliance with Section 3.1, if Agria Group proposes to Transfer the shares in the Company to a person ("Assignor Shareholder") in view of receiving a call offer ("Offer"the “Purchaser”), submitted by any third party ("Potential Buyer"), A&A shall be entitled to tag‑along right related to the Binding Shares held thereby ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer other than (i) acquire said shares concurrently in accordance with the acquisition of A&A's Binding SharesSection 3.1, for the same price per share and under same conditions of the operation provided for in the offer; and or (ii) firstly acquire the Assignor Shareholder's Binding Sharesto a Permitted Transferee as defined below (a “Tag-Along Sale”), should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from Agria Group shall give written notice (a Potential Buyer shall be immediately announced by the Assignor Shareholder “Tag-Along Notice”) to A&A and New Hope at least 30 days prior to the Company, in consummation of such proposed Tag-Along Sale setting forth: (a) the form total number of Shares proposed to be Transferred to the Purchaser (the “Tag-Along Offered Shares”) and for the purposes laid down in this Chapter sale price per share; ("Announcement b) the identity of the Offer"), informing Purchaser; (ic) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless any other material terms and conditions of the Offer are amended, assumption in which, a new Announcement proposed Transfer; and (d) the expected date of the Offer proposed Transfer. 3.2.2 Upon delivery of a Tag-Along Notice, New Hope shall have the right, but not the obligation, to sell up to its Pro Rata Portion of the Tag-Along Offered Shares at the same price per share, for the same form of consideration and pursuant to the same terms and conditions as set forth in the Tag-Along Notice. If New Hope wishes to participate in the Tag-Along Sale, it shall provide irrevocable written notice to Agria Group no later than 20 days after the date of the Tag-Along Notice. Such notice shall (i) set forth the number of Shares that New Hope elects to include in the Tag-Along Sale, which number shall not exceed its Pro Rata Portion of the Tag-Along Offered Shares, and (ii) constitute New Hope’s binding agreement to sell such Shares in the Tag-Along Sale on the terms and conditions applicable to the Tag-Along Sale. Agria Group shall not consummate the Tag-Along Sale unless the Purchaser purchases all of the Shares requested to be included in the Tag-Along Sale by New Hope on the same terms and conditions applicable to Agria Group; provided, that if the number of Shares which Agria Group and New Hope elect to sell in the Tag-Along Sale is more than the Tag-Along Offered Shares, to the extent that the Purchaser does not elect to purchase such excess shares, the number of shares to be sold by Agria Group and New Hope shall be forwarded reduced on a pro rata basis according to A&A with a view the proportion which the number of Shares that each of Agria Group and New Hope elects to resuming have included in the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A Tag-Along Sale pursuant to this AgreementSection 3.2 bears to the total number of Shares elected by Agria Group and New Hope to have included in the Tag-Along Sale pursuant to this Section 3.2. 7.8. In 3.2.3 Agria Group shall have the event NF and/or TEP sell Binding right for a period of 120 days (which period may be extended to 180 days to satisfy any Conditions) after the expiration of the 20-day period referred to in Section 3.2.2 to Transfer the Tag-Along Offered Shares representing subject to the Company's ControlTag-Along Notice (not otherwise sold by New Hope) to the Purchaser at a price not greater than the price contained in, the and otherwise on terms and conditions not materially more favourable to Agria Group than those set forth in articles 37 and following the Tag-Along Notice. After the end of the Company's Bylaws shall be observed, ensuring A&A's rights, 120-day period referred to in this assumptionSection 3.2.3, Agria Group will not effect Transfer of selling all its Binding Sharesany shares that are the subject of the Tag-Along Notice without commencing de novo the procedures set forth in this Section 3.2.

Tag-Along Right. 7.1. Should NF and/or TEP intend In the event that Stockholders owning more than sixty-seven percent (67%) of the outstanding capital stock of the Company subject to sell partially or all of their Binding Shares this Agreement (each a "Assignor Shareholder") in view of receiving a call offer ("OfferSelling Stockholder"), submitted by desire to Transfer any Shares pursuant to a bona fide offer from a third party (the "Potential Buyer"), A&A then such Selling Stockholders shall be entitled to tag‑along right related to notify the Binding Shares held thereby Stockholders who are not Selling Stockholders ("Tag‑Along RightTag-Along Stockholders"), as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer of such offer and its terms and conditions (the "Transfer Notice"). Upon receipt of such Transfer Notice, each Tag-Along Stockholder shall be immediately announced have the right to sell to the Buyer, on the same terms and conditions as the Selling Stockholders, that number of Shares of the Company's capital stock subject to this Agreement equal to the product attained by multiplying (a) the number of Shares held by the Assignor Shareholder to A&A and to Tag-Along Stockholder times (b) the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing quotient derived by dividing (i) the amount number of Binding Shares tendered; which otherwise would have been sold by the Selling Stockholders to the Buyer by (ii) the price total number of Shares held by such Selling Stockholders and payment conditions offered the number of Shares held by Potential Buyer for the Tag-Along Stockholders who have elected to participate in such Transfer (assuming, in the case of sales of Common Stock of the Company, full conversion of all shares of Preferred Stock of the Company held by the Selling Stockholders and each Binding Share tendered; and (iii) Tag-Along Stockholder exercising its rights under this Section 4). If more than one Tag-Along Stockholder elects to sell Shares pursuant to this Section 4, they may do so pro rata based on the name and qualification number of Potential BuyerShares held by each of them or in such other proportions as they may agree. The Announcement Tag-Along Stockholders' right to sell pursuant to this Section 4 can be exercised by delivery of a written notice to the Selling Stockholders within ten (10) business days following the delivery of the Offer shall be accompanied by a certified copy of Transfer Notice. Any Tag-Along Stockholder who fails to notify the Offer. 7.4. A&A shall have no later than fifteen Selling Stockholders within such ten (1510) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above business day period shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offerhave waived its rights under this Section 4. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.

Tag-Along Right. 7.13.4.1. Except with respect to an Excluded Transfer and a Transfer to a Permitted Transferee of Asseco, to the extent that Guy does not exercise his right of first refusal pursuant to Article 3.3, in the event that Asseco desires to Transfer all or any of its Shares to any purchaser, then Guy shall have the right to notify Asseco in writing during the ROFR Election Period (a “Tag-Along Exercise Notice”), and shall have the right to participate in such sale of Shares on the same terms and conditions as specified in the Transfer Notice. Such Tag-Along Exercise Notice delivered to Asseco shall indicate the number of Shares Guy wishes to sell hereunder. Without limiting any of his other rights hereunder, Guy shall have the right to participate in such sale of Shares up to the total amount of Shares held by him at the time of the Transfer Notice, prior to Asseco (up to the aggregate amount of Share that are specified in the Transfer Notice). 3.4.2. Guy shall effect his participation in the sale by promptly delivering to Asseco for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the type and number of Shares that Guy elects to sell. 3.4.3. The share certificate or certificates that Guy delivers to Asseco pursuant to Article 3.4.2 shall be transferred to the prospective purchaser upon consummation of the sale of the Offered Shares pursuant to the terms and conditions specified in the Transfer Notice, and Asseco shall concurrently therewith remit to Guy that portion of the sale proceeds to which Guy is entitled by reason of its participation in such sale. To the extent that any prospective purchaser prohibits such assignment or otherwise refuses to purchase shares or other securities from Guy exercising his rights of co-sale hereunder, Asseco shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, such prospective purchaser purchases such shares from Guy for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. 3.4.4. Should NF and/or TEP intend Guy not give the Tag-Along Exercise Notice within the ROFR Election Period, he shall be irrevocably deemed to sell partially or all of their Binding Shares ("Assignor Shareholder") in view of receiving a call offer ("Offer")have elected not to exercise such right, submitted by any third party ("Potential Buyer"), A&A and Asseco shall be entitled to tag‑along right related Transfer the Offered Shares to the Binding proposed third party purchaser identified in the Transfer Notice without any participation of Guy, provided that in no event shall Asseco Transfer any of the Offered Shares held thereby to a third party purchaser on terms more favorable to Asseco than those stated in the Transfer Notice, and provided further that any of the Offered Shares not transferred within ninety ("Tag‑Along Right")90) days after the expiration of such ROFR Election Period, as provided for hereinbelowshall again be subject to the provisions of this Section 3.4. 7.1.13.4.5. In this caseFor the avoidance of doubt, the lot of Binding Shares if a Permitted Transferee wishes to Transfer any shares to a third party purchaser, then such Transfer shall be sold subject to the Potential Buyer for the same price per share and under same conditions provided for in the Offerprovisions of this Section 3.4, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Rightmutatis mutandis. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in this Chapter 7. Nothing declared herein shall mean a requirement binding upon NF and/or TEP to carry out any transaction proposed, notwithstanding the presentation of any Offer or intent on the part of A&A pursuant to this Agreement. 7.8. In the event NF and/or TEP sell Binding Shares representing the Company's Control, the conditions set forth in articles 37 and following of the Company's Bylaws shall be observed, ensuring A&A's rights, in this assumption, of selling all its Binding Shares.