Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable.

Drag-Along Rights. (a) Subject If, at any time, the Founders jointly propose to Sections 4.04(g) and 4.05, if transfer all of the Common Shares owned by the Founders in a Shareholder single transaction to a third party (the “Drag-Along SellerProposed Acquiror”) proposes pursuant to Transfer a Qualified Sale (not includingas defined below), however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by and the Board of Directors (the “Board”) so long as each Stockholder in of the Company maintains their proportionate economic and voting interest has approved such Qualified Sale, the Founders may cause to be included in the capital stock (or equivalent securities) such Qualified Sale all, but not less than all, of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by each of the other Shareholders by providing to each such other Stockholder as is required in order that Shareholder a sufficient notice (a “Qualified Sale Notice”) of the proposed Qualified Sale at least 20 days prior to the date proposed for such Qualified Sale, stating the identity of the Proposed Acquiror, the kind and amount of consideration proposed to be paid for the Common Shares to be purchased by the Proposed Acquiror and the other material terms of such Qualified Sale. For purposes of determining the number of Common Shares are available outstanding pursuant to Transfer the relevant Drag-Along Portion immediately preceding sentence, Common Shares issuable upon the exercise of Shares held by Warrants, options or other rights to acquire Common Shares, or upon the conversion or exchange of any security outstanding as of the time of delivery of the Qualified Sale Notice, shall not be deemed to be outstanding. In the event the Founders so provide a Qualified Sale Notice with respect to a Qualified Sale, each such other Stockholder, Shareholder shall (i) for the same consideration per share or unit be obligated to transfer all of the relevant class of Shares, Common Shares owned by such Shareholder to the Proposed Acquiror on the terms and conditions set forth in the Qualified Sale Notice and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shareholder’s Common Shares in cashfavor of such Qualified Sale and executing any purchase agreements, notesmerger agreements, and/or marketable securitiesindemnity agreements, and (iii) otherwise on escrow agreements or related documents, as the same Founders or the Proposed Acquiror may reasonably require in order to carry out the terms and conditions as the Drag-Along Sellerprovisions of this Section 2(c); provided provided, however, that such instruments of conveyance and transfer and such purchase agreements, merger agreements, indemnity agreements, escrow agreements and related documents shall not include any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place representations or warranties of such exercise, submit to irrevocable cancellation thereof without any liability for payment Shareholder except such representations and warranties as are ordinarily given by a seller of any exercise price with respect thereto. If the Drag-Along Sale is not consummated securities with respect to such seller’s authority to sell, enforceability of agreements against such seller, such seller’s good title in such securities and the good title in such securities to be acquired at closing by the Proposed Acquiror, provided further, however, that any Common Shares acquired upon exercise indemnity provision included in any such instrument, agreement or related document shall only indemnify the Proposed Acquiror with respect to breaches of such optionsrepresentations and warranties by such Shareholder, without any obligation or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableliability for contribution.

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

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05So long as this Agreement shall remain in effect, if any of Vestar and its Affiliates receives an offer from a Shareholder (Third Party to purchase all or any portion of the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any outstanding shares of any class of Shares that results in a Change of Control (i) to any Third Party Common Stock and such offer is accepted by Vestar or Parties or (ii) to any Person in connection with a reorganization or restructuring of such Affiliate, as the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactionscase may be, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the Drag-Along Portion terms of the class offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares (“Drag-Along Rights”) until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder, Stockholder that are then vested and exercisable (subject to and at provided in the closing case of a Transfer of any such portion of the Drag-Along SaleOptions that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) to exercise such number until no portion of options for Common Shares the Options held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securitiesvested and exercisable, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that then any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableremaining Purchased Shares.

Drag-Along Rights. (a) Subject to Sections 4.04(gSection 3.8(c) and 4.05hereof, if a Shareholder the Investor Stockholders (collectively, the “"Drag-Along Seller”Transferor") proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares approve a sale of any class of Shares that results in a Change of Control (i) a majority of the outstanding shares of Common Stock on an as converted basis to any Third Party or Parties a Bona Fide Purchaser or (ii) all or substantially all of the assets of the Company to a Bona Fide Purchaser (each an "Approved Sale"), whether by way of merger, consolidation, sale of stock or assets, or otherwise, all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger or consolidation of the Company or a subsidiary, or a sale of all or substantially all of the assets of the Company or a subsidiary, each Stockholder shall waive any Person dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (B) a reorganization or restructuring sale of a majority of the Company outstanding shares of Common Stock on an as determined by converted basis the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains Stockholders shall agree to sell their respective proportionate economic and voting interest in the capital stock (or equivalent securities) percentages of the successor entity to Common Stock on an as converted basis which are the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion subject of the class of Shares (“Drag-Along Rights”) then held by such other StockholderApproved Sale, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as applicable to the Common Stock of the Drag-Along SellerTransferor. The Stockholders shall take all actions reasonably requested by the Drag Along Transferor in connection with the consummation of the Approved Sale, including the execution of all agreements and such instruments and other actions requested by the Drag Along Transferor to provide the representations, warranties, indemnities, covenants, conditions, agreements, escrow agreements and other provisions and agreements relating to such Approved Sale; provided provided, however, that each participating Stockholder's liability under any other such agreement or instrument shall be limited to his/her/its proportionate percentage of such liability (based on the number of shares of Common Stock on an as converted basis held by such Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred subject to the Drag-Along Transferee, if required Approved Sale) and shall not exceed the proceeds received by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect theretoStockholder. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options The Stockholders shall be deemed not permitted to have been exercised or canceledsell their Equity Securities pursuant to an Approved Sale without complying with the provisions of Sections 3.1, as applicable3.2, 3.3, 3.4, 3.5, 3.6 and 3.7 of this Agreement.

Drag-Along Rights. (a) Subject to Sections 4.04(g) prior compliance with Section 4.5 and 4.05Section 4.6, after the third anniversary of the Closing Date, prior to the occurrence of a Qualified Public Offering, if a Shareholder (the “any Drag-Along Seller”) proposes Investor Group elects to consummate a Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) Limited Partner Interests to any Person in connection with or Persons (except pursuant to a reorganization Permitted Transfer, Bona Fide Pledge or restructuring of the Company as determined by the Board of Directors Foreclosure) (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the collectively, a “Drag-Along Transferee”) in a single bona fide arm’s-length transaction or in a series of related transactions (including by way of a purchase agreement, tender offer, merger or other business combination transaction or otherwise) pursuant to which all, but not less than all, of the Limited Partner Interests and limited liability company equity interests in the General Partner, if any, held in the aggregate by such Drag-Along Investor Group would be Transferred to such Drag-Along Transferee (subject to allowance for “rollover” transactions in which the Drag-Along Investor Group and its Affiliates continue to hold no more than 20% of the equity in the General Partner and the Partnership, or their successor entity or entities, following completion of such transactions), and such Drag-Along Investor Group shall have the right (any such Transfer, a “Drag-Along SaleRight”), upon the terms and subject to the conditions of this Section 4.9, to require all other Limited Partners to Transfer all, but not less than all, of the Limited Partner Interests held by such other Limited Partners to such Drag-Along Transferee; provided, however, that the Drag-Along Seller may Investor Group must hold at least 25% of the Units (as defined in the GP LLC Agreement) in the General Partner and at least at least 60% of the Outstanding Limited Partner Interests to exercise its option require each other Stockholder Drag-Along Rights; provided, further, that such Drag-Along Investor Group must also exercise its drag-along rights under the GP LLC Agreement; and provided, further, that if all or a portion of the consideration to Transfer be received in connection with the Drag-Along Portion Sale consists of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing securities of the Drag-Along SaleTransferee or another Person, such securities must be listed on a National Securities Exchange and be (x) issued pursuant to exercise an effective registration statement under the Securities Act or (y) subject to a demand registration rights agreement with all Limited Partners receiving such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholdersecurities, on reasonable and customary terms (iincluding mutual indemnities and piggyback registration rights) and providing for the same consideration per share or unit of issuer to use commercially reasonable efforts to register (upon the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment request of any exercise price with respect thereto. If Limited Partner) under the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise Securities Act the resale of all such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicablesecurities received by all Limited Partners.

Drag-Along Rights. (a) Subject If, prior to Sections 4.04(ga Qualified Public Offering, the Company’s Board of Directors or group of Shareholders that, in the aggregate, owns a majority of the voting power of the Company, receives an offer in a transaction or series of transactions pursuant to which a third party (which, for the avoidance of doubt, shall not include Parent or any of its Affiliates, or any other Person in which Parent or any of its Affiliates invests or has agreed to make an investment) proposes to acquire all of the Equity Securities of the Company, and, at the closing of such transaction, the holders of the Senior Preferred Shares and 4.05any Common Shares that were issued upon the prior conversion of the Senior Preferred Shares shall, if in the aggregate, receive cash consideration at the closing of such transaction (not including any cash subject to a holdback or escrow arrangement on the closing date) equal to or greater than 1.5x the Original Purchase Price with respect to all Senior Preferred Shares that are then issued (as adjusted for any stock splits, dividends, combinations, subdivisions, recapitalizations and the like) (a “Drag-Along Transaction”), then such Shareholder or group of Shareholders that, in the aggregate, owns a majority of the voting power of the Company (collectively, the “Drag-Along SellerShareholder”) proposes shall have the right, at its option, to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring require all of the Company as determined by the Board of Directors other Shareholders (each such other Shareholder, a “Dragged Shareholder,” and collectively with any other Dragged Shareholder, the “BoardDragged Shareholders”) so long as ), and each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Dragged Shareholder hereby agrees, whether such Drag-Along Transferee”) in Transaction is structured as a single transaction Transfer of Equity Securities, merger, consolidation, combination, reorganization, recapitalization, reclassification or in a series of related transactionsotherwise, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion all of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise Dragged Shareholder’s Equity Securities on substantially the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred applicable to the Drag-Along Transferee, if required by Shareholder; provided that (i) the terms of any Drag-Along Transaction may not contemplate any agreement or arrangement in which the Drag-Along Seller Shareholder or any of its Affiliates will receive any consideration, payment or any other thing of value apart from the consideration to exercise be paid to all selling Shareholders in the sale (including all Dragged Shareholders) other than repayment of indebtedness, reimbursement of customary expenses, payments related to services previously provided and ordinary course arrangements for services from Management Shareholders consistent with market terms or prior practices, and (ii) the price per share for each Equity Security to be sold in such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options Transaction shall be deemed not determined by allocating consideration pursuant to have been exercised or canceled, as applicablethe terms of the Articles of Incorporation.

Drag-Along Rights. (a) Subject For so long as Heartland is entitled to Sections 4.04(g) and 4.05the right to designate directors as set forth in Section 6.3, if a Shareholder in the event that one or more of the Heartland Entities (the “"Drag-Along Seller”Rightholders") proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in receive a Change of Control (i) to any bona fide offer from a Third Party or Parties or Purchaser to purchase (iiincluding a purchase by merger) to any Person in connection with a reorganization or restructuring all of the Company as determined Shares held by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (Investor Stockholders or equivalent securities) all or a substantial portion of the successor entity to consolidated assets of the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”)Company, the Drag-Along Rightholders may send written notice (the "Drag-Along Notice") to the Company and the other Stockholders (the "Drag-Along Sellers") notifying them they will be required to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller may at receiving such notice shall be obligated to (i) sell all of its option require each other Stockholder to Transfer Shares in the transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) Notice for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per Rightholders (including payment of its pro rata share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transfereeall costs associated with such transaction); if, if required by but only if, the Drag-Along Seller shall receive cash and/or other freely tradable consideration having a fair market value of at least $11 per Share, adjusted for stock splits, stock dividends, reclassifications and other recapitalizations and (ii) otherwise take all necessary action in its capacity as a stockholder to exercise such options, may, in place cause the consummation of such exercisetransaction, submit to irrevocable cancellation thereof without including voting its Shares in favor of such transaction and not exercising any liability for payment appraisal rights in connection therewith. The obligations of any exercise price with respect thereto. If the Drag-Along Sale Sellers in respect of a Transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of the Transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration having a fair market value of at least $11 per Share (adjusted for stock splits, stock dividends, reclassifications and recapitalizations) in the same form and amount per share of consideration paid to Drag-Along Rightholders in such transaction or any other transaction related thereto (such as a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is not consummated given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to any Common Shares acquired upon exercise of such options, or the its applicable Pro Rata Share; and (iii) no Drag-Along Sale is not consummated, such options Seller shall be deemed not obligated under the terms of any agreement respecting any transaction subject to have been exercised or canceled, as applicablethis Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction.

Drag-Along Rights. (ai) Subject to Sections 4.04(g) During any period between the expiration of the Restricted Period and 4.05completion of a Qualified Public Offering, if Apollo (by itself or together with its Ultimate Parent Entity and its Ultimate Parent Entity’s Controlled Affiliates) is the Transferring Holder and the Offered Shares to be Transferred in a Shareholder transaction or series of related transactions, which transaction or series of related transactions would constitute a Permitted ROFO Transfer, whether by sale of stock, merger, consolidation or otherwise, comprise 80% or more of Common Shares beneficially owned by Apollo’s Ultimate Parent Entity and its Controlled Affiliates, and at least a majority of the Class A Shares outstanding (a “Drag-Along Transaction”), then, in the event that a Holder (the “Dragged Holder”) was not entitled to a Right of First Offer or has not timely submitted its Proposed Offer, or any such Proposed Offer has been rejected in compliance with this Agreement, Apollo shall have the right (the “Drag-Along SellerRight”) proposes to Transfer (not includingrequire such Dragged Holder to Transfer, howeverin the Drag-Along Transaction, any pledge, encumbrance or hypothecation) any shares the number of any class of Common Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined beneficially owned by such Dragged Holder multiplied by the Board of Directors Drag-Along Percentage (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity rounded down to the Company nearest whole share). In order to exercise its Drag-Along Right, Apollo shall deliver written notice of such Drag-Along Transaction (the “Drag-Along TransfereeNotice”) in a single transaction or in a series to the Company and each Dragged Holder within 150 days after the date of related transactions, and (any such Transfer, a “the ROFO Notice. Such Drag-Along Sale”), Notice shall disclose in reasonable detail the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred subject to the Drag-Along Transferee, if required by Transaction (the “Drag-Along Seller to exercise such optionsShares”), maythe proposed price, in place the other proposed terms and conditions of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the proposed Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise Transaction (including copies of such optionsthe definitive agreements relating thereto) and the identity of the prospective purchaser. For the avoidance of doubt, or the terms and conditions of the proposed Drag-Along Sale is not consummatedTransaction (including the terms and conditions of any stockholder, such options shall voting or other ongoing arrangement between the Transferring Holder and the prospective purchaser) must be deemed not to have been exercised or canceledthe same for the Transferring Holder and the Dragged Holder including, without limitation, the same per Common Share purchase price, but excluding any payments under the Consulting Agreements made as applicablea result of any Drag-Along Transaction which will be governed by Section 8(h) hereof.

Drag-Along Rights. (aA) Subject to Sections 4.04(g) and 4.05At any time on or after August 1, 2011, if a Shareholder Preferred Supermajority, only including in such calculation those Preferred Stockholders then entitled to exercise rights under this Section 3(d)(ii), approve (the “Approving Stockholders”) a bona fide offer from a Proposed Transferee (who is unaffiliated with the holders of such Preferred Stock approving such offer) to purchase all of the stock or all or substantially all of the assets of the Company (which offer must not value the Series A Preferred Stock at a value exceeding the Series A Accreted Value (as defined in the Certificate of Designation of Series A Preferred Stock), and otherwise treats the holders of Common Stock and Preferred Stock identically), the provisions of Section 3(c) and (d)(i) shall not apply and the Company shall have forty-five (45) days to elect to purchase the Preferred Stock and Common Stock of the Approving Stockholders on substantially the same terms, or their substantial economic equivalent in cash, as the Approving Stockholders would have received (taking into account tax consequences) as a result of the transaction contemplated by such bona fide offer. If the Company does not elect to purchase the Approving Stockholders’ shares, the other Preferred Stockholders and Common Stockholders (the “Drag-Along SellerOwners”) proposes shall have forty-five (45) days to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) elect to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of purchase the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic Preferred Stock and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for Stock on substantially the same consideration per share terms, or unit of the relevant class of Shares, (ii) their substantial economic equivalent in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options Approving Stockholders would have received (taking into account tax consequences) as a result of the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required transaction contemplated by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect theretobona fide offer. If the Drag-Along Sale is Owners do not consummated with respect so elect to any Common Shares acquired upon exercise of such optionspurchase, or then the Approving Stockholders shall have the right to require the Drag-Along Sale is not consummatedOwners to sell to the Proposed Transferee all of the Preferred Stock and Common Stock of such Drag-Along Owner, such options shall be deemed not or to have been exercised vote to sell all or canceled, as applicablesubstantially all of the assets of the Company to the Proposed Transferee on the same terms offered to the Approving Stockholders.

Drag-Along Rights. (a) Subject to Sections 4.04(gIf at any time any Existing Member or group of Existing Members holding at least a majority of the outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) and 4.05(collectively, if a Shareholder (the “Drag-Along SellerDragging Members”) proposes determine to Transfer (not includingor cause to be Transferred, however, in any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Dragsingle arm’s-Along Transferee”) in a single length transaction or in a series of related arm’s-length transactions, Ordinary Shares representing all of the then-issued and outstanding Ordinary Shares (any such Transfer, assuming the conversion of all Preference Shares into Ordinary Shares) then held by the Existing Members to one or more Persons who are unaffiliated bona fide third-party purchasers (a “Drag-Along Sale”), then the Dragging Members may elect to require all other Members (the “Dragged Members”) to, and the Dragged Members shall, (i) if such Drag-Along Seller may at its option require each other Stockholder Sale is structured as sale of Ordinary Shares, Transfer, or caused to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by be Transferred, to such other StockholderPerson, and (subject to and at the closing of concurrently with the Drag-Along Sale) to exercise such number , Preference Shares or Ordinary Shares representing all of options for Common the Ordinary Shares then held by the Dragged Members (in the case of Preference Shares, assuming the conversion of all Preference Shares into Ordinary Shares) or (ii) if such other Stockholder Transfer is structured as is required a merger, consolidation or sale of all or substantially all of the assets of the Company, to vote in order that a sufficient number of Common Shares are available favor thereof, and otherwise to Transfer the relevant consent to and raise no objection to such Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securitiesSale, and (iii) otherwise on the same terms and conditions as Dragged Members shall waive dissenters’ rights, appraisal rights or similar rights, if any, which the Dragged Members may have in connection therewith; provided that upon the consummation of any Drag-Along Seller; provided that Sale, (y) before any other Stockholder distribution or payment shall be made to any Dragging Members in connection with such Drag-Along Sale, each Dragged Member that holds options Preference Shares shall be entitled to receive the exercise price per share of which Sale Payment, for each Preference Share it holds that is greater than the per share price at which the Common Shares are to be Transferred to the in such Drag-Along Transferee, Sale in accordance with the Memorandum and (z) if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect entered into prior to any Common the three year anniversary of the Closing, then the consideration payable to each Dragged Member that holds Preference Shares acquired upon exercise of such optionsshall be payable either (i) solely in cash or Liquid Securities, or (ii) solely to the extent holders of Ordinary Shares are receiving securities, other than Liquid Securities, in such Drag-Along Sale is not consummatedSale, such options then each holder of Preference Shares shall have the option of receiving non-Liquid Securities of either the same class received by holders of Ordinary Shares or in the form of Acceptable Securities. For greater certainty, under no circumstances shall any Affiliate of the Company be deemed not to have been exercised or canceled, as applicableconsidered an unaffiliated bona fide third-party purchaser for purposes of this Section 7.

Drag-Along Rights. In the event that the Company receives a bona fide purchase offer from a non-affiliate of the Company (a) Subject to Sections 4.04(g) and 4.05, if a Shareholder (the an “Drag-Along SellerOfferor”) proposes seeking to Transfer (not includingpurchase the Company’s outstanding equity, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control and (i) to any Third Party or Parties or the Company’s Board of Directors and (ii) Holders of not less than 50% of the Conversion Shares consent to such purchase, all Holders of Conversion Shares shall sell their Conversion Shares (as Preferred Stock if such Preferred Stock has not yet been converted) to such offeror at the price so approved. At least twenty (20) but not more than ninety (90) days prior to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors transfer to an Offeror (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along SaleTransfer”), the Company shall provide to the Holders a notice (a “Drag-Along Seller may Notice”) delivered to the Holders at its option require each other Stockholder their address set forth in the Purchase Agreement, explaining the terms and conditions of such Drag-Along Transfer (including the consideration to Transfer be paid), identifying the name and address of the Offeror and indicating the date that is fifteen (15) days after the mailing of the Drag-Along Portion of Notice (the class of Shares (“Response Date”). If such Drag-Along RightsNotice is sent, then, on or before the Response Date, each Holder that consents to the Drag-Along Transfer shall provide written notice of such consent (the “Consent Notice”) then held to the Company. Any Consent Notice may be revoked prior to the Response Date by sending an additional writing explicitly revoking such other StockholderConsent Notice. If the Company receives unrevoked Consent Notices from the requisite Holders on or before the Response Date or any extension by the Company thereof (not to exceed thirty days), and (subject the Company shall promptly send a second notice to and at all Holders informing the Holders that the requisite Holders delivered Consent Notices. If requisite Holders deliver Consent Notices on or prior to later of the Response Date or any such extension, the purchase of all Conversion Shares shall be deemed to have been made on the closing of the Drag-Along SaleTransfer (the “Closing Date”) to exercise such number of options without further action by the Company or any Holder. Any share certificates for Common Conversion Shares held by any Holder shall be deemed cancelled on the Closing Date and each Holder shall promptly forward such other Stockholder as is required in order that a sufficient number of Common Shares are available certificate, duly endorsed for transfer, to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for Company upon the same consideration per share or unit written request of the relevant class Company. Upon consummation of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided Transfer, the Company shall remit or arrange for direct transfer to each Holder that any other Stockholder that holds options portion of the exercise price per share sale proceeds to which such Holder is entitled as a result of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableTransfer.

Drag-Along Rights. (ai) Subject to Sections 4.04(g) In the event that one or more Initial Stockholders holding at least a majority of the then-issued and 4.05, if a Shareholder outstanding Shares (the “Drag-Along SellerRightholders”) proposes determine to Transfer cause a bona fide sale of (not including, however, any pledge, encumbrance or hypothecationx) any shares all of any class of the then-issued and outstanding Shares that results in a Change of Control (i) to any Third Party or Parties then held by the Drag-Along Rightholders or (iiy) to any Person in connection with all or a reorganization or restructuring substantial portion of the consolidated assets of the Company and its subsidiaries, taken as determined a whole, to any single Third Party Purchaser (or group of related purchasers), whether directly or indirectly or by the Board way of Directors merger, statutory share exchange, recapitalization, reclassification, consolidation, or other business combination transaction or purchase of beneficial ownership (the either (x) or (y), a “BoardSale Transaction”) so long as each Stockholder in who shall not include, for the Company maintains their proportionate economic and voting interest in avoidance of doubt, any Affiliates of any Drag-Along Rightholders, the capital stock (or equivalent securities) of the successor entity to the Company Drag-Along Rightholders may send written notice (the “Drag-Along TransfereeNotice”) in a single transaction or in a series of related transactions, to the Company and the other Stockholders (any such Transfer, a the “Drag-Along SaleSellers”) notifying them they will be required to sell all (but not less than all) of their Shares in such Sale Transaction (or, in the case of an asset sale, vote in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares in the Sale Transaction (including a sale or merger) contemplated by the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise Notice on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per Sellers (including payment of its pro rata share of which is greater than all costs associated with such transaction) and (ii) otherwise take all necessary action to cause the per share price at which the Common consummation of such transaction, including voting its Shares are to be Transferred to the in favor of such Sale Transaction and not exercising any appraisal rights in connection therewith. Each Drag-Along Transferee, if required Seller further agrees to (A) take all actions (including executing documents) in connection with the consummation of the proposed Sale Transaction as may reasonably be requested of it by the Drag-Along Seller to exercise such optionsRightholders, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If (B) appoint the Drag-Along Sale is not consummated with respect Rightholders as its attorney-in-fact to do the same on its behalf, and (C) waive any Common Shares acquired upon exercise of such optionsapplicable dissenters’ rights, appraisal rights or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicablesimilar rights in connection therewith.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05Section 3.03, if a Shareholder (i) any Stockholder or Stockholders (the “Drag-Along Seller”) proposes propose to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares a number of any class of Shares that results Securities owned by the Drag-Along Seller in a Change single transaction or in a series of Control Related Transactions (ia “Drag-Along Sale”) to any a Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single bona fide sale (including by way of purchase agreement, tender offer, merger or other business combination transaction or in a series of related transactionsotherwise, and (any ii) after such Transfer, a “such Drag-Along Sale”)Transferee would Beneficially Own at least 66 2/3 % of the outstanding Common Shares, (iii) a resolution has been duly passed by the Board approving the Drag-Along Sale as being fair to all Stockholders and (iv) the Drag-Along Sale has been approved by Stockholders holding at least a majority of the then outstanding Common Shares, the Drag-Along Seller may at its option require each other Stockholder to Transfer (A) sell all of the Securities owned by the Drag-Along Portion of Seller and (B) require all Stockholders other than the class of Shares Drag-Along Seller (the “Drag-Along RightsStockholders”) then held by such other Stockholder, and (subject to and at the closing Transfer all of the Securities owned by each Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit Common Share (on an as-converted basis and net of the relevant class of Shares, (iiany exercise price payable) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided Seller in such Drag-Along Sale]. The Drag-Along Seller shall provide written notice, in the form of Exhibit C hereto, of such Drag-Along Sale to the Drag-Along Stockholders (a “Drag-Along Sale Notice”) not more than 60 days and not less than 10 Business Days prior to the proposed date of consummation of the Drag-Along Sale. The Drag-Along Sale Notice shall identify the Transferee, the consideration for which a Transfer of Securities is proposed to be made and all other material terms and conditions of the Drag-Along Sale. Each Drag-Along Stockholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender all its Securities as set forth in this Section 3.02. Not later than 5 Business Days after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Drag-Along Stockholders shall deliver to the Company the certificates representing the Securities of such Drag-Along Stockholder to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Company to Transfer such Securities on the terms set forth in the Drag-Along Notice and wire transfer or other instructions for payment or delivery of the consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Securities pursuant to this Section 3.02(a) at the closing for such Drag-Along Sale against delivery to such Drag-Along Stockholder of the consideration thereto. If a Drag-Along Stockholder should fail to deliver such certificates to the Company, the Company (subject to reversal under Section 3.02(b)) shall cause the books and records of the Company to show that any other Stockholder such Securities are bound by the provisions of this Section 3.02(a), and that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to such Securities shall be Transferred to the Drag-Along Transferee, if required Transferee immediately upon surrender for Transfer by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableholder thereof.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05, if The SLP Investors may give written notice (a Shareholder (the “Drag-Along SellerNotice”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (Non-SLP Stockholders that the “Drag-Along Transferee”) in SLP Investors intend to enter into a single transaction or in a series of related transactionstransactions involving the transfer, and of not less than fifty percent (any such Transfer50%) of the outstanding Share Equivalents (which Share Equivalents to be transferred may include Share Equivalents held by the Non-SLP Stockholders and/or other holders of Share Equivalents) to a Person or “group” of Persons (other than to the SLP Investors or an Affiliate of the SLP Investors), whether by merger, tender offer or otherwise (a “Drag-Along Sale”), and, that the DragSLP Investors desire to cause the Non-Along Seller may at its option require each other Stockholder SLP Stockholders to Transfer participate in such transaction on the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, same terms and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder conditions as is required in order that a sufficient number of Common Shares are available to Transfer the relevant DragSLP Investors; provided, however that no Non-Along Portion of Shares held by each SLP Stockholder shall be required to assume any liability or provide indemnification in connection with such transaction other Stockholder, than (i) for liability or indemnification that relates to the same consideration per share or unit of ownership of, and the relevant class of Sharesability to transfer, the Share Equivalents being transferred by it and (ii) with respect to all other liabilities or indemnification in cashconnection with such transaction, notes, and/or marketable securities, and (iii) otherwise its pro rata share on the same terms and conditions as the Drag-Along Seller; provided that SLP Investors (based on the number of Share Equivalents being transferred by each Stockholder in such transaction) and provided, further, any other Stockholder that holds options waivers by any third party after the exercise price per share consummation of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale of restrictions or obligations imposed on the SLP Investors and the Co-Investors by such third party pursuant to the terms and conditions of the Drag Along Sale shall extend to all SLP Investors and Co-Investors in the same manner. Such Drag-Along Notice shall also specify (1) the consideration, if any, to be received by the SLP Investors and the Non-SLP Stockholders and any other material terms and conditions of the proposed transaction (which price and other material terms and conditions shall be the same in all material respects for the SLP Investors and the Non-SLP Stockholders), (2) the identity of the other Person or Persons party to the transaction, (3) the date of completion of the proposed transaction (which date shall be not less than ten (10) Business Days after the date of the notice) and (4) the action or actions required of each Non-SLP Stockholder in order to complete or facilitate such proposed transaction (including the sale of Share Equivalents held by the Non-SLP Stockholder, the voting of all such Share Equivalents in favor of any such merger, consolidation or sale of assets and the waiver of any related appraisal or dissenters’ rights). If the SLP Investors are transferring less than all of the Share Equivalents held by the SLP Investors, then each Non-SLP Stockholder will transfer a number of Share Equivalents equal to the product of the following (the “Drag-Along Portion”): (x) the number of Share Equivalents beneficially owned by such Non-SLP Stockholder multiplied by (y) a fraction, the numerator of which is not consummated with respect to any Common Shares acquired upon exercise the aggregate number of Share Equivalents being transferred by the SLP Investors and the denominator of which equals the aggregate number of Share Equivalents beneficially owned by the SLP Investors. Upon receipt of such optionsDrag-Along Notice, each Non-SLP Stockholder shall be obligated to take the action or actions referred to in clause (4) above. Notwithstanding the foregoing, the Co-Investors may allocate the Drag-Along Sale is not consummated, Portion among all Co-Investors as determined by the Co-Investors such options shall that one or more Co-Investors transfer the number of Share Equivalents required to be deemed not transferred pursuant to have been exercised or canceled, this Section 3.5 by all Co-Investors as applicablea group.

Drag-Along Rights. (a) Subject If at any time prior to Sections 4.04(gthe completion by the Company of an underwritten public offering and sale of equity securities (an “Initial Offering”) of the Company pursuant to an effective registration statement under the Securities Act of 1933, as amended, and 4.05, if a Shareholder the rules and regulations promulgated thereunder (the “DragSecurities Act”), the holders of a majority-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any in-interest of the total outstanding shares of any class Series A common stock and Series B common stock of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along TransfereeMajority Stockholders”) in desire to sell more than 75% of the total outstanding number of Series A common stock and Series B common stock of the Company (the “Total Shares”) held by such Majority Stockholders, pursuant to a single transaction bona fide offer to purchase such Total Shares from any individual, firm, corporation, partnership, trust, incorporated or in unincorporated association, joint venture, joint stock company, limited liability company, governmental authority or other entity of any kind (a series “Person”) who is not an affiliate of related transactionsthe transferor or transferors, and as the case may be (any such Transfer, a “Third-Party Purchaser”) (the “Drag-Along Sale”), then such Majority Stockholders shall have the Dragright to require the Purchaser to sell to such Third-Along Seller may at its option require each other Stockholder to Transfer Party Purchaser in connection with such sale, the Drag-Along Portion percentage of the class Shares which shall equal the corresponding percentage the Majority Stockholders propose to sell of the Total Shares held by the Majority Stockholders to such Third-Party Purchaser in connection with such sale. Such right shall be exercisable by written notice (a “Drag-Along RightsNotice”) then held by such other Stockholder, and (subject given to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, Purchaser which shall state (i) for that such Majority Stockholders propose to effect the same consideration per share sale of all or unit a percentage of the relevant class of Sharestheir Total Shares to such Third-Party Purchaser, (ii) in cash, notes, and/or marketable securitiesthe proposed purchase price to be paid by the Third-Party Purchaser for the Total Shares of such Majority Stockholders, and (iii) otherwise on the same name of the Third-Party Purchaser. The Purchaser agrees that, upon receipt of a Drag-Along Notice, the Purchaser shall be obligated to sell to such Third-Party Purchaser in connection with such sale, the percentage of the Series B common stock of the Company held by the Purchaser which shall equal the corresponding percentage the Majority Stockholders propose to sell of Total Shares held by the Majority Stockholders to such Third-Party Purchaser in connection with such sale, upon the terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercisetransaction (and otherwise take all reasonably necessary action to cause the consummation of the proposed transaction, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common including voting such Shares acquired upon exercise in favor of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicabletransaction).

Drag-Along Rights. At any time prior to consummation of an IPO, in the event that the Required Holders (a) Subject to Sections 4.04(g) and 4.05in this case, if a Shareholder (the “Drag-Along SellerShareholders”) proposes to Transfer approve a proposed Trade Sale (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results as defined in a Change of Control (ithe Restated Articles) to any a Third Party or Parties or in which each holder of Preferred Share is entitled to receive the purchase price of no less than US$1.7368647 for each Preferred Share (iias adjusted for share splits, share combinations, share dividends and other similar capital reorganizations) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along SaleTransaction”), then upon written notice from the Drag-Along Seller may at its option require Shareholders requesting them to do so, each of the other Stockholder shareholders of the Company shall consent to Transfer and raise no objections against the Drag-Along Portion Transaction. Without limiting the generality of the class foregoing, each other shareholder shall (i) vote (in person or by proxy) or give its written consent with respect to all the Shares held by it, and cause any director of Shares (“the Company appointed by it to vote, in favor of such proposed Drag-Along Rights”Transaction and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Drag-Along Transaction; (ii) then held refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Drag-Along Transaction; (iii) transfer all or such percentage of securities agreed by such other Stockholder, the Drag-Along Shareholders on the same terms as the Drag-Along Shareholders in the event that a proposed Drag-Along Transaction is structured as a share transfer; and (iv) execute and deliver all related documentation and take all actions reasonably necessary to consummate the proposed Drag-Along Transaction, including without limitation amending the then existing Restated Articles. The Company shall use commercially reasonable efforts to cause all security holders of the Company to be subject to and at the closing obligations set forth in this Section 5.1. The Company shall notify all shareholders in writing not less than thirty (30) days prior to the proposed consummation of the Drag-Along SaleTransaction; provided, however, that such shareholder agrees not to directly or indirectly (without the prior written consent of the Company), disclose to any other person (other than to such shareholder’s legal counsel and other advisors in confidence, as otherwise necessary to protect such shareholder’s rights under this Agreement or as otherwise required by law) any information related to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant potential Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableTransaction.

Drag-Along Rights. (a) Subject If (i) the Company or the holders of outstanding shares of Capital Stock receive from a Person (as limited by the immediately succeeding clauses (x), (y), and (z), a “Third Party Offeror”), who is not (x) a holder of any outstanding Capital Stock or Common Stock Equivalent, (y) an Affiliate of any such holder or (z) an Affiliate of the Company, a bona fide proposal for the sale, transfer, exchange or any acquisition or disposition (including by way of merger, consolidation or other business combination) of issued and outstanding shares of Common Stock or Common Stock Equivalents, which Common Stock or Common Stock Equivalents represent beneficial ownership of 50% or more of the Common Stock of the Company, determined on a fully diluted basis, excluding compensatory Common Stock Equivalents (a “Drag Along Transaction”), and (ii) such Drag Along Transaction is approved by (A) the Board of Directors and (B) Holders who hold a majority of the outstanding shares of Preferred Stock, determined on an as-converted to Sections 4.04(g) and 4.05Common Stock basis, if a Shareholder held by all Holders (the “Drag-Majority Holders”), then the Company shall have the right to require all Holders to sell their shares of Capital Stock to such Third Party Offeror, in the case of a Drag Along SellerTransaction that involves the purchase of outstanding shares of Capital Stock, in such Drag Along Transaction or otherwise to participate in such Drag Along Transaction, in any such case on terms that do not discriminate among holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock or, in case a Holder who owns shares of Common Stock issued upon conversion of shares of Preferred Stock, does not discriminate among holders of Common Stock. The Company shall exercise such right by giving notice (a “Drag Along Notice”) proposes to Transfer the Holders, which notice shall state (not includinga) that the Board of Directors and the Majority Holders have approved the Drag Along Transaction, however, any pledge, encumbrance or hypothecation(b) any if less than all shares of Preferred Stock and shares of Common Stock issued upon conversion of Preferred Stock and held by any class Holder are to be included in the Drag Along Transaction, the percentage of Shares that results the shares of Preferred Stock and such Common Stock to be included in a Change of Control the Drag Along Transaction, (ic) the proposed purchase price or other consideration to any be paid by the Third Party Offeror or Parties otherwise received by the Holders for each share of Preferred Stock and shares of Common Stock issued upon conversion of Preferred Stock and held by any Holder, and (d) the name of the Third Party Offeror. Once the Company gives a Drag Along Notice, each Holder shall be obligated to participate in such Drag Along Transaction, upon the terms and subject to the conditions of such Drag Along Transaction and otherwise to take all action necessary or (ii) appropriate to cause the completion of the proposed Drag Along Transaction. Consideration payable in any Person Drag Along Transaction shall be allocated among the holders of Capital Stock on the basis of the relative liquidation preferences to which the holders are entitled in connection with a reorganization or restructuring of the Company Liquidation Event (as determined by the Board of Directors (the “Board”) so long as each Stockholder defined in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) Series A Certificate of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”)Designations, the Drag-Along Seller may at its option require each other Stockholder to Transfer Series B Certificate of Designations, the Drag-Along Portion Series C Certificate of Designations and the class Series D Certificate of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceledDesignations, as applicable) as if such Drag Along Transaction was a Liquidation Event.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05Section 4.03, if a Shareholder Majority in Interest of the Shareholders of a Company (the “Drag-Along Seller”) ), proposes to Transfer (Common Shares of such Company representing not including, however, any pledge, encumbrance or hypothecation) any shares less than a majority of any class the outstanding Fully-Diluted Common Shares of Shares that results in such Company to a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and bona fide sale (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller Seller, if the Drag-Along Sale is of Common Shares of MBOCo, may at its their option require each all other Stockholder Shareholders of MBOCo and Holding, and if the Drag-Along Sale is of Common Shares of Holding, shall require all other Shareholders of Holding (i) to Transfer the Drag-Along Portion of the class of Shares Securities (“Drag-Along Rights”) then held by every other Shareholder of such other StockholderCompany or Companies, as applicable, and (ii) to exercise such number of options for Securities held by every other Shareholder of such Company, or Companies, as applicable, as is required in order that a sufficient number of the Securities are available to Transfer the relevant Drag-Along Portion of Securities of each such other Shareholder (but subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required ), in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) case for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; , provided that any other Stockholder Shareholder of such Company that holds options the exercise price per share of which is greater than the per share price at which the Common Shares Securities are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place lieu of such exercise, submit to an irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to consummated, any Common Shares acquired upon exercise options exercised or cancelled in contemplation of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable. The Drag-Along Seller shall provide notice of such Drag-Along Sale to the other Shareholders of such Company (a “Drag-Along Sale Notice”) not later than 15 Business Days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Transferee, the number of Securities subject to the Drag-Along Sale, the consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. The number of Securities to be sold by each other Shareholder of such Company shall be the Drag-Along Portion of the Securities that such other Shareholder owns. Each other Shareholder of the Company shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender all of such other Shareholder’s Securities as set forth below. The price payable in such Transfer shall be the Drag-Along Sale Price. Not later than 10 Business Days after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of such other Shareholders shall deliver to a representative of the Drag-Along Seller designated in the Drag-Along Sale Notice the certificates representing the Securities of such other Shareholder to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Drag-Along Seller or its representative to Transfer such Securities on the terms set forth in the Drag-Along Notice and wire transfer or other instructions for payment or delivery of the consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Securities pursuant to this Section 4.02(a) at the closing for such Drag-Along Sale against delivery to such other Shareholder of the consideration therefor. If any other such Shareholder fails to deliver such certificates to the Drag-Along Seller, such Company (subject to reversal under Section 4.02(b)) shall cause the books and records of such Company to show that such Securities are bound by the provisions of this Section 4.02(a) and that such Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

Drag-Along Rights. Notwithstanding anything to the contrary herein, in the event that (ai) Subject to Sections 4.04(gat any time after the Closing Date, the Company receives an offer from a Bona Fide Purchaser that, if consummated, will result in a Deemed Liquidation Event (a “Trade Sale Offer”), and (ii) such Trade Sale Offer is approved by the holders of at least seventy-five percent (75%) of the total issued and outstanding Preferred Shares (the “Drag Holders of Preferred Shares”) and 4.05the holders of at least fifty-one percent (51%) of the total issued and outstanding Ordinary Shares (the “Drag Holders of Ordinary Shares”, if together with the Drag Holders of Preferred Shares, the “Drag Holders”) and subject to stipulations under Section 4.2 of the Schedule of Rights and Preferences attached to the Articles of Association of the Company (a “Qualified Trade Sale”), then the Company and each Shareholder agree that: (i) the Company shall send written notice (the “Drag-Along SellerNotice”) proposes to Transfer all parties to this Agreement within five (not including5) Business Days of receipt of the Trade Sale Offer, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or regarding such Qualified Trade Sale; (ii) the Ordinary Shareholder shall sell and transfer, and shall procure all other Shareholders (the “Dragged Holders”) to any Person sell and transfer, their Shares on terms and conditions set forth in connection with the Trade Sale Offer, and to the extent a reorganization or restructuring vote of the Dragged Holders is required to approve such Qualified Trade Sale, each Dragged Holder shall vote the number of Shares of the Company as determined by to which they have beneficial ownership as of the Board time of Directors (the “Board”) so long applicable record date in favor of such Qualified Trade Sale, and each Dragged Holder shall execute and deliver all related documentation and take such other action in support of such Qualified Trade Sale as each Stockholder shall reasonably be requested, provided that if the Drag Holders do not include JD, JD shall not be included in the Company maintains their proportionate economic Dragged Holders and voting interest in shall not be obligated to approve and vote for such Qualified Trade Sale or execute and deliver the capital stock (foregoing documentation and take the foregoing action. Notwithstanding the foregoing, if such Qualified Trade Sale occurs on or equivalent securities) of the successor entity prior to the Company fifth (5th) anniversary from the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”)Closing Date, the Drag-Along Seller may Rights shall not apply unless such Qualified Trade Sale results in aggregate proceeds (the “Trade Sale Proceeds”) of at its option require each other Stockholder least US$150,000,000, provided that the Trade Sale Proceeds shall be the pre-Tax consideration to Transfer be received by the Company, any Group Companies and/or the Shareholders participated in such Qualified Trade Sale. Notwithstanding anything to the contrary contained herein, (i) the Right of First Refusal set forth in Section 4.2 and the Co-Sale Right set forth in Section 4.3 shall not apply to any Disposition of Shares pursuant to this Section 4.5; and (ii) if JD is not included in the Drag Holder, then JD shall not be subject to any Disposition of Shares pursuant to this Section 4.5 and the Drag-Along Portion Rights set forth in this Section 4.5, provided that, if JD exercises its Right of First Refusal regarding the Qualified Trade Sale, JD shall purchase all, but not less than all, of the class of Shares (“Drag-Along Rights”) then held by shares to be transferred under such Qualified Trade Sale at a purchase price equal to the price and upon the other Stockholder, terms and (subject to and at the closing of conditions set forth in the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Notice. The Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) Rights set forth in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired this Section 4.5 shall terminate upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicablea Qualified IPO.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05Section 4.03, if a Shareholder the Xxxxxx Xxxxxxx Investors, or any of them (the “Drag-Along Seller”) ), proposes to Transfer Common Shares representing (1) not includingless than a majority of the outstanding Fully- Diluted Common Shares or (2) all of the Common Shares beneficially owned by the Xxxxxx Xxxxxxx Investors, howeverin each case, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in to a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and bona fide sale (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder all Other Shareholders (i) to Transfer the Drag-Along Portion of the class of Shares Company Securities (“Drag-Along Rights”) then held by such other Stockholderevery Other Shareholder, and (ii) to exercise such number of options for Company Securities held by every Other Shareholder as is required in order that a sufficient number of the Company Securities are available to Transfer the relevant Drag-Along Portion of Company Securities of each such Other Shareholder (but subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required ), in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) case for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; , provided that any other Stockholder Other Shareholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares Company Securities are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place lieu of such exercise, submit to an irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to consummated, any Common Shares acquired upon exercise options exercised or cancelled in contemplation of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable. The Drag-Along Seller shall provide notice of such Drag-Along Sale to the Other Shareholders (a “Drag-Along Sale Notice”) not later than 15 Business Days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Transferee, the number of Company Securities subject to the Drag-Along Sale, the consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. The number of Company Securities to be sold by each Other Shareholder shall be the Drag-Along Portion of the Company Securities that such Other Shareholder owns. Each Other Shareholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender all its Company Securities as set forth below. The price payable in such Transfer shall be the Drag-Along Sale Price. Not later than 10 Business Days after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Other Shareholders shall deliver to a representative of the Drag-Along Seller designated in the Drag-Along Sale Notice the certificates representing the Company Securities of such Other Shareholder to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Drag-Along Seller or its representative to Transfer such Company Securities on the terms set forth in the Drag-Along Notice and wire transfer or other instructions for payment or delivery of the consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.02(a) at the closing for such Drag-Along Sale against delivery to such Other Shareholder of the consideration therefor. If an Other Shareholder should fail to deliver such certificates to the Drag-Along Seller, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

Drag-Along Rights. (a) Subject If prior to Sections 4.04(g) and 4.05the earlier of an initial Public Offering or a listing of the REIT Shares on a national securities exchange or automated quotation system, if a Shareholder the Partnership proposes to sell its Common Units, KREF proposes to sell its Partnership Units, or KKR Alternative Credit L.P. or any Affiliate thereof that owns REIT Shares (each such selling entity, the “Drag-Along SellerDrag Transferor”) proposes to Transfer sell the REIT Shares, to a proposed third party buyer (not includingthe “Drag Partner”), howeverin each case in a transaction or series of related transactions as a result of which such buyer would acquire more than 50% of the outstanding Common Units, any pledgePartnership Units or REIT Shares, encumbrance as applicable (a “Sale Event”, and the percentage of the Common Units, Partnership Units or hypothecationREIT Shares, as applicable, being sold by the Drag Transferor to a third party buyer as compared to the Common Units, Partnership Units or REIT Shares the Drag Transferor holds is referred to herein as the “Drag Percentage”), then the Drag Partner may require SteepRock (the “Dragged Partner”) any shares to sell to such buyer up to the Drag Percentage of the Common Units, Partnership Units or REIT Shares owned by the Dragged Partner on the same financial terms and conditions to be paid or provided to the Drag Partner. In the event the REIT Shares or Partnership Units are sold to a proposed third party buyer, in respect of any class Common Units being sold by the Dragged Partner pursuant to the exercise of Shares that results the rights set forth in a Change this Section 3.03(a), the Dragged Partner shall be entitled to receive an amount equal to the product of Control (i) the aggregate number of REIT Shares or Partnership Units that would be issued to any Third Party the Dragged Partner if its Drag Percentage of the Common Units were exchanged for REIT Shares in accordance with Section 3.05 immediately prior to the sale of the REIT Shares or Parties or Partnership Units to such third party, multiplied by (ii) to any Person the amount being paid by such third party for each REIT Share or Partnership Unit in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicablesale.

Drag-Along Rights. (a) Subject to Sections 4.04(g) Section 4.5(h), an Initiating Drag-Along Seller shall be entitled to give, or direct the Company to give and 4.05the Company shall so promptly give, if written notice (a Shareholder (the “Drag-Along SellerSale Notice”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “other Stockholders that such Initiating Drag-Along Transferee”) in Seller or the Company has entered into a single transaction or in a series of related transactions, and Qualified Sale Transaction (any such Transfer, a “Drag-Along Sale”), and that such Initiating Drag-Along Seller is requiring the other Stockholders (all Stockholders participating in a Drag-Along Sale pursuant to this Section 4.5, the “Dragged-Along Sellers,” and together with the Initiating Drag-Along Seller and all other Persons (other than any Affiliates of the Initiating Drag-Along Seller) who otherwise are transferring, have a contractual obligation to transfer, or have exercised a contractual or other right to transfer, DHI Securities in connection with such Drag-Along Sale, the “Drag-Along Sellers”) to participate, agree and take such actions reasonably necessary to sell in such Drag-Along Sale, on the same price per share equivalent of DHI Common Stock, consideration, terms and conditions as the Initiating Drag-Along Seller and in the manner set forth in this Section 4.5, a number of DHI Securities held by such Dragged-Along Seller determined by multiplying (A) the number of DHI Securities held by such Dragged-Along Seller at the time the Drag-Along Sale Notice for such Drag-Along Sale is given by (B) a fraction, expressed as a percentage, the numerator of which is the number of DHI Securities to be transferred by the Initiating Drag-Along Seller may and its Permitted Transferees in such Drag-Along Sale and the denominator of which is the total number of DHI Securities held at such time by the Initiating Drag-Along Seller and its option require each other Stockholder Permitted Transferees (such fraction, the “Drag-Along Sale Percentage”), subject to Transfer adjustment pursuant to the Drag-Along Portion of the class of Shares (“Sale Priority as contemplated in Section 4.5(c). The Drag-Along Rights”Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) then held by days prior to each of the consummation of such Drag-Along Sale and the delivery of a Drag-Along Sale Notice setting forth (i) the number and type of each class of DHI Securities proposed to be transferred, (ii) the consideration to be received for such DHI Securities, including any Additional Consideration received, (iii) the identity of the other Stockholder, and (subject Person(s) party to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (iiv) for the same consideration per share or unit a detailed summary of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same all material terms and conditions as of the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transfereeproposed transfer, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If (v) the Drag-Along Sale is Percentage, (vi) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not consummated with respect to any Common Shares acquired upon exercise be less than fifteen (15) days after the delivery of such options, notice) and (vii) any action or actions required of the Dragged-Along Sellers in connection with the Drag-Along Sale is Sale. In the event that any MD Related Party directly or indirectly receives any Additional Consideration in connection with any Drag-Along Sale, the value of such Additional Consideration (as reasonably determined by the Board, subject to the consent of the SLP Stockholders, not consummatedto be unreasonably withheld, such options conditioned or delayed) shall be deemed not to have been exercised part of the consideration paid or canceledpayable to the MD Stockholders in respect of their DHI Securities in such Drag-Along Sale transaction and shall be reflected in the amount offered by the proposed transferee set forth in the applicable Drag-Along Sale Notice. In the event that more than one MD Stockholder and/or more than one SLP Stockholder is the Initiating Drag-Along Seller, then all such transferring MD Stockholders and/or SLP Stockholders, as applicablethe case may be, shall be treated as the Initiating Drag-Along Seller, and the DHI Securities held and to be transferred by such MD Stockholders and/or SLP Stockholders, as the case may be, shall be aggregated as set forth in Section 9.16, including for purposes of calculating the applicable Drag-Along Sale Percentage. Notwithstanding anything in this Section 4.5 to the contrary, but subject to Section 4.5(c), if the MD Stockholders and the MSD Partners Stockholders are transferring some, but not all of their DHI Securities or vested in-the-money Company Stock Options in any Drag-Along Sale, each of the other Stockholders shall be entitled to transfer the same proportion of DHI Common Stock held by it as the proportion, in the aggregate, of the MD Stockholders’ and the MSD Partners Stockholders’ DHI Securities and vested in-the-money Company Stock Options (relative to the MD Stockholders’ and the MSD Partners Stockholders’ total number of such DHI Securities) that are being sold by the MD Stockholders and the MSD Partners Stockholders in such Drag-Along Sale. For the avoidance of doubt, no DHI Securities that are subject to any vesting or similar condition may be transferred prior to such time as such DHI Securities have fully vested; provided, that it is understood that if such DHI Securities vest in connection with such Drag-Along Sale, such DHI Securities shall be required to be transferred in connection therewith in accordance with this Section 4.5.

Drag-Along Rights. (a) Subject to Sections 4.04(g) the provisions of Section 4.3 and 4.05Section 4.4, if a Shareholder (the “Drag-Along Seller”) proposes Majority Stockholder desires to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring sell more than 85% of the Company as determined Shares Beneficially Owned by it in good faith to an independent purchaser that is not an Affiliate of the Board of Directors (the “Board”) so long as each Majority Stockholder in the Company maintains their proportionate economic an arms'-length negotiated transaction, and voting interest in the capital stock (said Transferee desires to acquire all or equivalent securities) substantially all of the successor entity issued and outstanding Shares upon the same terms and conditions as such Transferee agreed to with the Company Majority Stockholder, each Management Stockholder agrees to sell (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “"Drag-Along Sale”"), at the Majority Stockholder's request, a proportion of the Shares Beneficially Owned by him to said Transferee (or to vote all of such Shares in favor of any merger or other transaction which would effect a sale of such Shares and waive all applicable dissenters or similar rights) equal to the proportion of Shares Beneficially Owned by the Majority Stockholder which are to be sold in the relevant transaction as specified in the applicable Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other StockholderNotice, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholdersame price, (i) for at the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, time and (iii) otherwise on the same terms and conditions as the Majority Stockholder shall have agreed to with such Transferee with respect to the Majority Stockholder's Shares. In the event a Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which Sale is greater than the per share price at which the Common Shares are to be Transferred to required, the Majority Stockholder shall give written notice (the "Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place Notice") of such exercise, submit sale to irrevocable cancellation thereof without any liability for payment the Management Stockholders not more than thirty or less than fifteen days prior to the proposed date of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect (the "Drag-Along Sale Date") including (i) the proposed amount of consideration to any Common be received by the Beneficial Owners of Shares, (ii) the name and address of the Transferee, (iii) the date of the proposed Transfer, (iv) the number of Shares acquired upon exercise Beneficially Owned as of such options, or the close of business on the day immediately prior to the date of delivery of the Drag-Along Sale Notice by the Management Stockholder to whom the notice is not consummatedsent, such options shall be deemed not (v) confirmation that the Transferee has agreed to have been exercised or canceledpurchase the Management Stockholders' Shares in accordance with the terms hereof, as applicable(vi) the Opinion and (vii) any other material terms and conditions of the proposed Transfer.

Drag-Along Rights. (a) Subject Notwithstanding anything herein to Sections 4.04(g) and 4.05the contrary, but subject to Section 5.6, if the holders of ninety percent (90%) or more of all voting power of the Company, voting together as a Shareholder single class on an as converted basis (collectively, the “Drag-Along SellerShareholders”) proposes ), approve a Transfer of all Shares held by them to Transfer a purchaser, or approve a proposed Trade Sale (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfereach, a “Drag-Along Sale”), then, in any such event, upon written notice from such Drag-Along Shareholders requesting them to do so, each of the other shareholders of the Company (the “Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all Shares held by them in favor of such proposed Drag-Along Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Drag-Along Sale; (ii) transfer all of their Shares in such Drag-Along Sale to such purchaser; (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Drag-Along Sale; and (iv) take all actions reasonably necessary to consummate the proposed Drag-Along Sale, including without limitation amending the then existing Restated Articles. All proceeds derived from a Dragged-Along Sale shall be distributed among the holders of Preferred Shares and holders of Common Shares in accordance with the Restated Articles. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 4 of this Agreement shall not apply to any transfers made pursuant to this Section 5, provided that there shall be no Drag-Along Sale in the event that the Preferred Holders other than the Drag-Along Seller may at its option require each other Stockholder to Transfer Shareholders (the Drag-Along Portion of the class of Shares (“Drag-Along RightsMinority”) then held by such other Stockholder, and (subject shall agree to and at the closing of the Drag-Along Sale) purchase all Shares proposed to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise be sold on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the proposed Drag-Along Sale is not consummated with respect to any within 10 Business Days after receipt by the Minority of the Drag Along Notice (as defined below) (the “Minority Purchase Right”), in which case all proceeds derived from such sale shall be distributed among the holders of Preferred Shares (other than the Minority exercising the Minority Purchase Right) and holders of Common Shares acquired upon exercise of such options, or in accordance with the Drag-Along Sale is not consummated, such options Restated Articles. The Minority Purchase Right shall be deemed not to have been exercised or canceled, as applicableby the Minority in the manner set forth in Sections 5.6 and 5.7 below.

Drag-Along Rights. (a) Subject For so long as Heartland is entitled to Sections 4.04(g) and 4.05the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, if a Shareholder in the event that one or more of the Heartland Entities (the “"Drag-Along Seller”Rightholders") proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in receive a Change of Control (i) to any bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or Parties or (ii) to any Person in connection with a reorganization or restructuring substantially all of the Company as determined Shares held by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (Heartland Entities or equivalent securities) all or a substantial portion of the successor entity to Common Stock or consolidated assets of the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”)Company, the Drag-Along Rightholders may send written notice (the "Drag-Along Notice") to the Company and the other Stockholders (the "Drag-Along Sellers") notifying them they will be required to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller may at receiving such notice shall be obligated to (i) sell all of its option require each other Stockholder to Transfer Shares in the transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) Notice for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, Share and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per Rightholders (including payment of its pro rata share of which is greater than all costs associated with such transaction) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause the per share price at which the Common consummation of such transaction, including voting its Shares are to be Transferred to in favor of such transaction and not exercising any appraisal rights in connection therewith. The obligations of the Drag-Along TransfereeSellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, if required by the each Drag-Along Seller shall have the right to exercise such options, may, receive cash and/or other consideration in place the same form and amount per share of such exercise, submit consideration paid to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale Rightholders in such transaction or any other transaction related thereto (such as a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is not consummated given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to any Common Shares acquired upon exercise of such options, or the its applicable pro rata share; and (iii) no Drag-Along Sale is not consummated, such options Seller shall be deemed not obligated under the terms of any agreement respecting any transaction subject to have been exercised or canceled, as applicablethis Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05the limitations set forth below, if a Shareholder (at any time prior to an underwritten public offering of Common Stock of the “Drag-Along Seller”) proposes to Transfer (not including, howeverCompany, any pledgePermitted Holder or Permitted Holders propose to sell or otherwise transfer, encumbrance including by way of merger, consolidation or hypothecation) any shares otherwise, all of any class the Capital Stock of Shares the Company held by such Permitted Holder or Permitted Holders to a Person that results is not a Permitted Holder in a transaction resulting in a Change of Control of the Company (a "DRAG SALE"), the transferring Permitted Holder or Permitted Holders (whether directly or indirectly through an Affiliate) shall have the right to require the Holders of Warrants or Warrant Shares, as the case may be, to sell such Warrants or Warrants Shares to the proposed transferee (the "DRAG-ALONG RIGHTS"). The exercise of Drag-Along Rights are subject to the conditions that (i) the consideration to be received by the Holders shall be the same type of consideration received by the Permitted Holder or Permitted Holders in the Drag Sale and, in any Third Party event, shall be cash or Parties freely transferable marketable securities and (b) after giving effect to such Drag Sale, the Permitted Holders shall not own, directly or (ii) to indirectly, any Person in connection with a reorganization or restructuring Capital Stock of the Company as determined by or the Board of Directors (surviving entity or rights to purchase such Capital Stock. Any Warrants or Warrant Shares purchased from the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity holders thereof pursuant to the Company (the “exercise of such Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and Rights shall be paid for at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number same price per share of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, Stock and (iii) otherwise on the same terms and conditions as such proposed transfer of Common Stock by the Permitted Holders pursuant to the Drag Sale. If the securities to be purchased include securities other than Common Stock, the price to be paid for the Warrants and Warrant Shares shall be the same price per share or other denomination paid by the proposed purchaser in the Drag Sale for like securities purchased from the Permitted Holders or, if like securities are not purchased from the Permitted Holders, the fair market value of such securities as determined by a nationally recognized investment banking firm selected by the Company. If at any time a Permitted Holder or Permitted Holders intend to exercise Drag-Along Seller; provided that any other Stockholder that holds options Rights pursuant to this Section 8, such Permitted Holder or Permitted Holders, as the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred case may be, shall give written notice thereof to the Drag-Along Transferee, if required by Holders at least 10 Business Days prior to the Drag-Along Seller to exercise such options, mayconsummation of the proposed transaction. The notice shall set out, in place reasonable detail, (i) information concerning the identity of such exercise, submit to irrevocable cancellation thereof without any liability for payment the proposed transferee and (ii) a description of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise material terms and conditions of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableproposed Drag Sale.

Drag-Along Rights. (a) Subject to Sections 4.04(g4.02(g) and 4.054.03, if a Shareholder Oak Hill (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares Company Securities that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a bona fide reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Other Stockholder to Transfer the Drag-Along Portion of the class of Shares Company Securities (“Drag-Along Rights”) then held by such other Other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares Company Securities held by each such other Other Stockholder, (i) for the same consideration per share or unit of the relevant class of SharesCompany Securities, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable.

Drag-Along Rights. In the event that the Company receives a bona fide purchase offer from a non-affiliate of the Company (aan "Offeror") Subject seeking to Sections 4.04(gpurchase the Company's outstanding equity, and (i) the Company's Board of Directors and 4.05(ii) Holders of not less than 50% of the Conversion Shares consent to such purchase, all Holders of Conversion Shares shall sell their Conversion Shares (as Preferred Stock if such Preferred Stock has not yet been converted) to such offeror at the price so approved. At least twenty (20) but not more than ninety (90) days prior to any transfer to an Offeror (a Shareholder (the “"Drag-Along Seller”) proposes to Transfer (not includingTransfer"), however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity shall provide to the Company Holders a notice (the “a "Drag-Along Transferee”Notice") delivered to the Holders at their address set forth in a single transaction or in a series the Purchase Agreement, explaining the terms and conditions of related transactions, and (any such Transfer, a “Drag-Along Sale”Transfer (including the consideration to be paid), identifying the name and address of the Offeror and indicating the date that is fifteen (15) days after the mailing of the Drag-Along Seller may at its option require Notice (the "Response Date"). If such Drag-Along Notice is sent, then, on or before the Response Date, each other Stockholder Holder that consents to Transfer the Drag-Along Portion Transfer shall provide written notice of such consent (the "Consent Notice") to the Company. Any Consent Notice may be revoked prior to the Response Date by sending an additional writing explicitly revoking such Consent Notice. If the Company receives unrevoked Consent Notices from the requisite Holders on or before the Response Date or any extension by the Company thereof (not to exceed thirty days), the Company shall promptly send a second notice to all Holders informing the Holders that the requisite Holders delivered Consent Notices. If requisite Holders deliver Consent Notices on or prior to later of the class Response Date or any such extension, the purchase of all Conversion Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject shall be deemed to and at have been made on the closing of the Drag-Along SaleTransfer (the "Closing Date") to exercise such number of options without further action by the Company or any Holder. Any share certificates for Common Conversion Shares held by any Holder shall be deemed cancelled on the Closing Date and each Holder shall promptly forward such other Stockholder as is required in order that a sufficient number of Common Shares are available certificate, duly endorsed for transfer, to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for Company upon the same consideration per share or unit written request of the relevant class Company. Upon consummation of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided Transfer, the Company shall remit or arrange for direct transfer to each Holder that any other Stockholder that holds options portion of the exercise price per share sale proceeds to which such Holder is entitled as a result of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableTransfer.

Drag-Along Rights. (a) Subject If any member of the Invus Group obtains from the Company or a Person who is not an Invus Affiliate (the Company or such Person, each, a “Drag Offeror”) a bona fide offer (an “Initial Drag Offer”) to Sections 4.04(gpurchase any or all of the shares of Capital Stock (such Capital Stock being sold by the Invus Group, the “Seller’s Stock”) held by a member of the Invus Group (each such member, a “Seller”), and 4.05such Seller wishes to accept the Initial Drag Offer, if the Seller may obtain from the Drag Offeror a Shareholder bona fide offer (the “Drag-Drag Along SellerOffer”) proposes addressed to Transfer (not including, however, any pledge, encumbrance or hypothecationthe Carried Stockholder(s) any to purchase a pro rata portion of the shares of any class Capital Stock held by the Carried Stockholder(s) (the “Carried Stock”) determined by multiplying the amount of Shares that results in the Capital Stock held by the Carried Stockholder(s) by a Change fraction the numerator of Control which is the number of shares of the Seller’s Stock and the denominator of which is the total number of shares of Capital Stock held by the Invus Group (rounded down to the nearest full share). If the Seller agrees to make a Drag Along Offer, the Seller shall deliver to the Carried Stockholder(s) a notice (the “Drag Along Notice”) setting forth the principal terms and conditions of the proposed Transfer, including (i) to any Third Party or Parties or the number of shares of the Seller’s Stock; (ii) to any Person in connection with a reorganization or restructuring the name and address of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, Seller; and (iii) otherwise the proposed price (or the formula pursuant to which the purchase price will be determined) and payment terms for said Seller’s Stock, including, if such payment is in a form other than cash or cash equivalent, a good faith estimate of such property’s fair market value. The purchase of the Carried Stock shall be on the same terms and conditions as contained in the Drag-Along Seller; provided that any other Stockholder that holds options Initial Drag Offer, including at the exercise same price per share of which is greater than Capital Stock offered to the per share price at which Seller. If an option as to the Common Shares are form and amount of consideration to be Transferred received is given by the Drag Offeror, the Seller and the Carried Stockholder(s) will be given the same option other than to the Drag-Along Transferee, if required extent prohibited by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicablelaw.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05Section 3.03, if a Shareholder (i) any Stockholder or Stockholders (the “Drag-Along Seller”) proposes propose to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares a number of any class of Common Shares that results owned by the Drag-Along Seller in a Change single transaction or in a series of Control Related Transactions (ia “Drag-Along Sale”) to any a Third Party or Parties or other than a Twenty Percent Holder (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactionsbona fide sale, and (any ii) after such Transfer, a “such Drag-Along Sale”)Transferee would Beneficially Own at least 50% of the outstanding Common Shares, (iii) a resolution has been duly passed by the Board approving the Drag-Along Sale as being fair to all Stockholders and (iv) the Drag-Along Sale has been approved by Stockholders holding at least two-thirds of the then outstanding Common Shares, the Drag-Along Seller may at its option require each other Stockholder to Transfer (A) sell all of the Common Shares owned by the Drag-Along Portion of Seller and (B) require all Stockholders other than the class of Shares Drag-Along Seller (the “Drag-Along RightsStockholders”) then held by such other Stockholder, and (subject to and at the closing Transfer all of the Common Shares owned by each Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, Common Share and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any Seller in such Drag-Along Sale. The Drag-Along Seller shall provide written notice, in the form of Exhibit C hereto, of such Drag-Along Sale to the Drag-Along Stockholders (a “Drag-Along Sale Notice”) not later than 10 Business Days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Transferee, the consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. Each Drag-Along Stockholder that holds options shall be required to participate in the exercise Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender all its Common Shares as set forth in this Section 3.02. The price per share payable in such Transfer shall be the Drag-Along Sale Price. Not later than 15 Business Days after the date of which is greater than the per share price at which Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Drag-Along Stockholders shall deliver to a representative of the Drag-Along Seller designated in the Drag-Along Sale Notice the certificates representing the Common Shares of such Drag-Along Stockholder to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Drag-Along Seller or its representative to Transfer such Common Shares on the terms set forth in the Drag-Along Notice and wire transfer or other instructions for payment or delivery of the consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Common Shares pursuant to this Section 3.02(a) at the closing for such Drag-Along Sale against delivery to such Drag-Along Stockholder of the consideration thereto. If a Drag-Along Stockholder should fail to deliver such certificates to the Drag-Along Seller, the Company (subject to reversal under Section 3.02(b)) shall cause the books and records of the Company to show that such Common Shares are to bound by the provisions of this Section 3.02(a), and that such Common Shares shall be Transferred to the Drag-Along Transferee, if required Transferee immediately upon surrender for Transfer by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableholder thereof.

Drag-Along Rights. If at any time one or more stockholders of the Company alone or together holding a majority of the then issued and outstanding capital stock of the Company have agreed to sell, assign or otherwise transfer such capital stock of the Company (a "Transfer of Control") so held by such stockholders (the "Majority Stockholders") to the same purchaser or group of purchasers (collectively, the "Purchaser"), then such Majority Stockholders shall have the right, but not the obligation, upon written notice to the Holder, to require the Holder to: (a) Subject sell, assign or transfer this Warrant and all Warrant Shares held by the Holder to Sections 4.04(gsuch Purchaser, (b) exercise and 4.05convert this Warrant in full and sell, if assign and transfer and all Warrant Shares held by the Holder prior to such exercise or conversion together with all Warrant Shares issuable to the Holder as a Shareholder result of such exercise and conversion to such Purchaser; or (c) exercise and convert this Warrant in part and sell, assign and transfer this Warrant and all Warrant Shares issuable to the “Drag-Along Seller”) proposes Holder as a result of such partial exercise or conversion to Transfer (not includingsuch Purchaser; provided, however, any pledgethat in no event shall the Holder be required to exercise this warrant if the Current Market Price Per Share is less than the Purchase Price. Any such sale, encumbrance assignment or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined transfer by the Board Holder of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (this Warrant or equivalent securities) of the successor entity any Warrant Shares to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise Purchaser shall be on the same substantive economic terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred applicable to the Drag-Along TransfereeTransfer of Control. In such event, if the Holder will take such necessary and appropriate actions as shall be required to implement such sale, assignment or transfer in accordance with such reasonable terms as are agreed to by the Drag-Along Seller to exercise Majority Stockholders and the Purchaser. If at the end of 180 days following the date such options, may, in place Holder was notified of such exercisesale assignment or transfer the Majority Stockholders have not completed such transaction, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options Holder shall be deemed not released from his obligations pursuant to have been exercised or canceled, as applicablethis Section 11.1.

Drag-Along Rights. (a) Subject In the event that Holdco Inc. desires to Sections 4.04(g) and 4.05Transfer, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, in any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and all of its Shares to any Third-Party Purchaser (any in such context, a “Drag Along Purchaser”), then Holdco Inc. shall have the right (a “Drag Along Right”) to require all Investor Shareholders to Transfer all of their respective Shares to the Drag Along Purchaser in accordance with the procedures set forth in this Section 3.4 (such Transfer, a “Drag-Drag Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the per Share price (which shall be payable in cash or Listed Securities valued at their weighted average closing price on the stock exchange of such Listed Securities during the Drag-Along Salelast thirty (30) trading days immediately preceding the date on which such Listed Securities are to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (ibe paid) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Transfer of Shares by Holdco Inc. to the Drag Along SellerPurchaser; provided that any other Stockholder Drag Along Sale must be effected at a per Share price that holds options the exercise price per share of which is equal to or greater than the per share price at which Drag Along Minimum Price in effect as of the Common Shares are to be Transferred to date that is three hundred (300) days after the Drag-date of the Drag Along TransfereeNotice; provided further that, if required by the Drag-Along Seller to exercise such options, may, in place any Affiliate of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated Holdco Inc. exercises a drag along right with respect to any Common Shares acquired upon other equity interest in the Companies Beneficially Owned by an Investor Shareholder or its Affiliates and Holdco Inc. does not concurrently exercise of such optionsits Drag Along Right hereunder, or the Drag-Along Sale is not consummated, such options Holdco Inc. shall be deemed not to have been exercised its Drag Along Right hereunder, at a price per Share and other material terms and conditions that provide such Investor Shareholder with economic value for its Shares equivalent to that received by such Investor Shareholder or canceledits Affiliates in the other drag along transactions taking into account all relevant factors, or, if higher than such price per Share, at a per Share price that is equal to the Drag Along Minimum Price in effect as applicableof the date that is three hundred (300) days after the date of such deemed exercise, and otherwise in accordance with this Section 3.4.

Drag-Along Rights. (a) Subject to Sections 4.04(g) 4.02(e), 4.02(f), 4.03 and 4.054.04, if a the Crestview Shareholder (the “Drag-Along Seller”) proposes enters into an agreement to Transfer (not including, however, any pledge, encumbrance sell all or hypothecation) any shares substantially all of any class of Shares that results in its Company Securities to a Change of Control (i) to any Third Party (whether pursuant to a merger acting through Parent, stock sale or Parties or otherwise) (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to all Other Shareholders to, and the Other Shareholders shall, (i) Transfer the Drag-Along Portion of the class of Shares Company Securities (“Drag-Along Rights”) then held by every Other Shareholder (and shall not exercise any appraisal or dissenter’s rights that may otherwise be available to any such other StockholderOther Shareholder under applicable law), and (ii) subject to and at the closing of the Drag-Along Sale) to , exercise such number of options or warrants for Common Shares held by such other Stockholder every Other Shareholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by Company Securities of each such other StockholderOther Shareholder, (i) in each case for the same consideration per share or unit of Share as the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, Drag-Along Seller and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder Other Shareholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place lieu of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such optionsany options or warrants, or the Drag-Along Sale is not consummated, any options or warrants exercised or canceled in contemplation of such options Drag-Along Sale shall be deemed not to have been exercised or canceled, as applicable.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05Section 4.03, if a Shareholder at any time the Sponsors constituting the Sponsor Majority (collectively, the “Drag-Along Seller”) proposes propose to Transfer all but not less than all of their Group Equity Securities (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i“Drag-Along Sale”) to any Third Party or Third Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder Management Shareholder, and each Management Shareholder hereby agrees, if such Transfer is structured as a Transfer of Group Equity Securities, to Transfer the Drag-Along Portion all but not less than all of the class of Shares (“Drag-Along Rights”) Group Equity Securities then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise Management Shareholder on the same terms and conditions as are applicable to the Drag-Along Seller; provided that any other Stockholder that holds options , including the exercise price same per share consideration with respect to a specific class of which is greater than Group Equity Securities; provided, that, the terms of such Drag-Along Sale may provide different per share price at consideration for different classes of Group Equity Securities. All Management Shareholders shall cooperate in, and shall take all actions that the Drag-Along Seller deems reasonably necessary or desirable to consummate the Drag-Along Sale, including, without limitation, (i) voting their respective Group Equity Securities (or executing and delivering any written consents in lieu thereof) in favor of the Drag-Along Sale and all actions deemed necessary or appropriate by the Drag-Along Seller in connection with the Drag-Along Sale, including voting to approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or a sale of all or substantially all of the assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (ii) to the extent permitted by applicable law, not exercising any dissenters’ or appraisal rights to which they may be entitled in connection with the Common Shares are Drag-Along Sale, and (iii) subject to be Transferred Section 4.03(b), entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller. Each Management Shareholder hereby grants to each Sponsor that is part of the Drag-Along Seller, an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Management Shareholder’s Group Equity Securities in accordance with such Management Shareholder’s agreements in this Section 4.03 and a power of attorney to execute and deliver in the name and on behalf of such Management Shareholder all such agreements, instruments and other documentation (including any written consents of shareholders) as is required to Transfer the Group Equity Securities held by such Management Shareholder to the Drag-Along Transferee. Notwithstanding the foregoing, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the may cause a Drag-Along Sale is pursuant to this Section 4.02(a) in a Transfer for less than all of the outstanding Group Equity Securities; provided, that such retained shares do not consummated with respect exceed 20% of the issued and outstanding Group Equity Securities and; provided, further that all Management Shareholders shall have the right to any Common Shares acquired upon exercise retain a pro rata share of each class of aggregate retained shares (based on their Aggregate Ownership of the specified class at such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicabletime).

Drag-Along Rights. (a) Subject If a SAIF Shareholder wishes to Sections 4.04(g) accept an offer for that SAIF Shareholder to sell some or all of its Equity Shares or ADSs to one or more Third Party Purchasers and 4.05to include some or all of the Equity Shares of the other Shareholders in such sale and the consent to such a sale is given by the holders of a three fourths majority of the aggregate of the Equity Shares held by the SAIF Shareholders and the VentureTech Shareholders, if then the SAIF Shareholder may send a Shareholder written notice (the “"Drag-Along Seller”Notice") proposes to Transfer SCS and VentureTech (not including, however, any pledge, encumbrance or hypothecationthe "Drag-Along Sellers") any shares of any class of Shares that results in a Change of Control specifying (i) to any the name of the Third Party or Parties or Purchasers, (ii) the consideration payable per Equity Share (which shall be the same for all Shareholders), (iii) the number of Equity Shares such Third Party Purchasers wish to any Person in connection with purchase, (iv) a reorganization or restructuring summary of the Company as determined by material terms of such purchase and the Board other material terms of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity such purchase applicable to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactionsSellers, and (any such Transfer, a “Drag-Along Sale”), material terms to be the same as the equivalent terms applicable to the Drag-Along Seller may at its option require each other Stockholder ("Drag-Along Shares") and (iv) a certificate signed by the SAIF Shareholder and the proposed Third Party Purchasers addressed to Transfer the Drag-Along Portion Sellers stating that such consideration has been negotiated on an arms length basis and no other consideration for Equity Shares is payable by the Third Party Purchasers to the SAIF Shareholder; and (v) a letter from an independent internationally recognised investment bank retained by the SAIF Shareholder confirming that the consideration payable per Equity Share is fair and reasonable. Upon receipt of the class of Shares (“a Drag-Along Rights”Notice, each Drag-Along Seller shall be obligated to (i) then sell such a number of its Equity Shares determined by (x) dividing the number of its Equity Shares by the aggregate of all Equity Shares held by such other Stockholder, and (subject to and at the closing of the Drag-Along SaleShareholders and the SAIF Shareholder, and (y) to exercise such number of options for Common Shares held multiplying that fraction by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion Shares; free of Shares held any Encumbrance, in the transaction contemplated by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise Drag-Along Notice on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per SAIF Shareholder (including payment of its pro rata share of which is greater than all costs associated with such transaction) and (ii) otherwise take all necessary action to cause the per share price at which the Common consummation of such transaction, including voting its Equity Shares are to be Transferred in favor of such transaction and not exercising any approval or voting rights in connection therewith in a manner contrary to the Drag-Along Transferee, if required by completion of the transaction. Each Drag-Along Seller (i) further agrees to exercise take all actions (including executing documents) in connection with consummation of the proposed transaction as may reasonably be requested of it by SAIF and (ii) hereby appoints the SAIF Shareholder, as its attorney-in-fact to do the same on its behalf. Subject to the execution of a reasonable confidentiality agreement between the Company and the Third Party Purchaser(s) the Company and the Selling Shareholders shall facilitate all reasonable due diligence by the Third Party Purchaser(s) and their advisors in relation to such options, may, in place of acquisition provided that such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options due diligence by a Competitor shall be deemed not subject to have been exercised or canceled, such additional restrictions as applicablethe Board may reasonably impose to protect the confidential information of the Company from any misuse.

Drag-Along Rights. If at any time prior to an Initial Public Offering, any Stockholder (other than the Warrant Securityholders) (any such Person for purposes of this Section 2.5, the "Transferor") wishes to transfer all of the shares of Common Stock owned by it and its Affiliates (provided that such shares of Common Stock constitute more than 50% of all shares of Common Stock on a Fully Diluted Basis (as determined in the Warrants) at such time) in a bona fide sale to any Person (the "Proposed Transferee") pursuant to which the consideration to be paid by the Proposed Transferee consists solely of cash, freely tradeable securities with an active public market or securities of a company in the same or substantially similar business of Holdings at such time and the Transferor and its Affiliates will not receive, in connection with the transactions contemplated at the time of such transfer, any other securities or options to acquire securities of Holdings unless also received by the Warrant Securityholders, then the Transferor shall have the right (the "Drag-Along Right") to require each Warrant Securityholder to sell to the Proposed Transferee for the same per share consideration received by the Transferor all of the Conversion Shares and Warrants (calculated, in the case of the Warrants, on the number of Conversion Shares for which such Warrant is exercisable at such time) held by such Warrant Securityholder; provided that (a) Subject such price per share is not less than the Fair Market Value (as defined in the Warrants) of Holdings per share of outstanding Common Stock on a Fully Diluted Basis and (b) each Warrant Securityholder shall not be obligated to Sections 4.04(g) and 4.05make any representation or warranty, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, or incur any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person liability in connection with a reorganization or restructuring any such transfer, other than as to its ownership of the Company as determined Conversion Shares or Warrants being transferred by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), it. To exercise the Drag-Along Seller may at its option require Right, the Transferor shall first give to Holdings and each other Stockholder Warrant Securityholder (pursuant to Transfer the a list provided by Holdings) a written notice (a "Drag-Along Portion Notice") executed by the Transferor and the Proposed Transferee and containing (a) the name and address of the class Proposed Transferee, (b) the proposed purchase price of each share of Common Stock (certifying that such price per share is not less than the Fair Market Value of outstanding Common Stock on a Fully Diluted Basis), terms of payment and other material terms and conditions of the Proposed Transferee's offer, and (c) the aggregate number of Conversion Shares (“or Warrants owned by each Warrant Securityholder with respect to which the Transferor wishes to exercise its Drag-Along Rights”) then held by such other Stockholder, Right pursuant to this Section 2.5. Each Warrant Securityholder shall thereafter be obligated to sell to the Proposed Transferee the Conversion Shares and (Warrants subject to and at such Drag-Along Notice; provided that the closing sale to the Proposed Transferee is consummated within 180 days of delivery of the Drag-Along Sale) Notice. If the sale is not consummated within such 180-day period, then each affected Warrant Securityholder may sell, but shall no longer be obligated to exercise sell, such number of options for Common Warrant Securityholder's Conversion Shares held by or Warrants pursuant to such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion Notice. The provisions of Shares held by each such other Stockholder, (i) for this Section 2.5 shall not apply to transfers between the same consideration per share Transferor and any of its Affiliates or unit between Affiliates of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableTransferor.

Drag-Along Rights. (a) Subject If, at any time prior to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along Seller”Termination Date, (A) the Selling Stockholder proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results transfer in a Change of Control Bona Fide Sale (other than any transfer (i) to any Third Party or Parties or in a Public Offering, (ii) to Ripplewood Partners or any Person in connection with a reorganization Affiliate of Ripplewood Partners, (iii) to any shareholder, partner, member or restructuring employee of Ripplewood Partners or any Affiliate of Ripplewood Partners, (iv) to any employee of the Company as determined Initial Stockholder, WRC or any of their Subsidiaries or (v) to any member of the Initial Stockholder or any Affiliate of such member) not less than 75% of the aggregate number of shares of Common Stock owned by the Board of Directors (the “Board”) so long as each Selling Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, at such time and (any B) such Transfer, transfer constitutes a “Drag-Along Sale”), ” (as such term is defined in the SGC Stockholders Agreement) and each holder of “Purchaser Shares” (as such term is defined in the SGC Stockholders Agreement) shall be required to participate in such Drag-Along Seller Sale pursuant to Article II of the SGC Stockholders Agreement (a "Drag-Along Sale"), then the Selling Stockholder may at its option require each other Stockholder all, but not less than all, of the holders of Exchange Shares to Transfer the sell in such Drag-Along Portion Sale their respective Drag-Along Portions of the class of Exchange Shares then held by such holders (“Drag-Along Rights”). The Selling Stockholder shall provide written notice of such Drag-Along Sale to each such holder (a “Drag-Along Notice”) then held by such other Stockholdernot later than the tenth day prior to the proposed Drag-Along Sale. The Drag-Along Notice shall identify, and (subject with respect to and at the closing of the Drag-Along Sale) to exercise such , the transferee, the number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number shares of Common Shares are available Stock to Transfer be sold, the relevant consideration for which a transfer is proposed to be made, which shall also be stated on a per share basis (the “Drag-Along Portion of Shares held by each Sale Price”), the date on which such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not proposed to be consummated with respect to any Common Shares acquired upon exercise and, in reasonable detail, all other material terms and conditions of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableSale.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05first complying with its obligations under the heading “Right of First Offer”, at any time, if PEGI and/or any of its Permitted Transferees (together, a Shareholder “Pattern Seller”) desires to effect a bona fide transfer of all (but not less than all) of its direct and indirect ownership interests in a Subject Project Company whether in one transaction or a series of related transactions (the “Drag-Along Seller”) proposes to Transfer (not including, howeverDrag Sale Interests” and, any pledge, encumbrance such transactions or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Drag Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise any Person who deals at arm’s length with such number Pattern Seller, other than a Permitted Transferee, for cash then the Pattern Seller shall (in its sole discretion) be permitted to deliver written notice to PSP or its Permitted Transferees of options for Common Shares held by such other Stockholder as is required in order that a sufficient number Drag Along Sale no later than fourteen (14) calendar days prior to the anticipated date of Common Shares are available to Transfer consummation of such Drag Along Sale (the relevant Drag-“Drag Along Portion of Shares held by each such other Stockholder, Notice”). Such Drag Along Notice shall (i) for identify the same consideration purchaser, the purchase price per share or unit security therefor and a summary of the relevant class other material terms and conditions of Shares, the proposed Drag Along Sale and (ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller, as applicable, in cashconnection with the Drag Along Sale. Following receipt of the Drag Along Notice, notes, and/or marketable securitiesPSP shall be obligated to sell to the purchaser all of PSP’s direct and indirect ownership interest in the applicable Subject Project Company at the same purchase price per security, and (iii) otherwise on the same terms therefor and subject to the same conditions thereto, as the Drag-Pattern Seller. Neither the Pattern Seller nor any Controlled Affiliate thereof shall have entered into any collateral agreement, commitment or understanding with the purchaser or its affiliates that has or would have the effect of providing to the Pattern Seller or any such Controlled Affiliate consideration of greater value than the consideration offered pursuant to the Drag Along SellerSale; provided that such restriction shall not apply to any other Stockholder commercial agreement in effect at the time of such transaction (including, for the avoidance of doubt, the MOMA and PAA) that holds options was entered into in accordance with the exercise price per share of which is greater than the per share price at which the Common Shares are PSP Consent Rights. PSP shall not be required to be Transferred make any representations or warranties with respect to the Drag-Drag Along TransfereeSale other than customary fundamental representations and warranties as to ownership, if required by title and due authorization and PSP shall be solely responsible for the Drag-Along Seller to exercise such options, may, in place accuracy of such exercise, submit to irrevocable cancellation thereof without representations and warranties (and shall not have any liability for payment any such fundamental representations and warranties of PEGI). Notwithstanding the foregoing, PSP shall only be responsible for any exercise price indemnification obligations, escrow amounts and holdback amounts in connection with the Drag Along Sale (including with respect theretoto any representations and warranties made by PEGI (other than the fundamental representations and warranties referred to above)) on a several and proportionate (and not joint and several basis) in accordance with its ownership interests in the Subject Project Company relative to the Pattern Seller. If PSP shall not be required to enter into or be bound by any non-compete or similar restrictive covenants in connection with any Drag Along Sale. PSP and its Permitted Transferees shall be obligated to, and hereby do, waive any dissenters’ rights, appraisal rights or similar rights in connection with any Drag Along Sale. If, substantially concurrently with the closing of a Drag-Along Sale the purchaser in such transaction terminates or agrees to terminate the MOMA and/or PAA, PEGI will waive any termination fees payable under the terminated MOMA or PAA, as applicable. Tag-Along Rights: Subject to first complying with its obligations under the heading “Right of First Offer”, at any time, if a Pattern Seller desires to effect a bona fide transfer of some or all of its direct or indirect ownership interests in a Subject Project Company whether in one transaction or a series of related transactions (the “Tag Sale Interests” and, any such transactions or series of related transactions, a “Tag Along Sale”) to any Person who deals at arm’s length with such Pattern Seller, other than a Permitted Transferee, (a “Tag Along Purchaser”), then the Pattern Seller shall be required to provide PSP with at least thirty (30) calendar days’ prior written notice (the “Tag Along Notice”) of such proposed Tag Along Sale. Such Tag Along Notice shall (A) identify the Tag Along Purchaser, the amount of ownership interests in the applicable Subject Project Company proposed to be transferred by the Pattern Seller, the percentage of the then-issued and outstanding ownership interests in such Subject Project Company that such proposed transfer represents, the price per security therefor, and a summary of the other material terms and conditions of the proposed Tag Along Sale and (B) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller in connection with the proposed transfer. Within twenty (20) calendar days following receipt by PSP of the Tag Along Notice, PSP may, by providing written notice (which notice shall be deemed to be irrevocable when sent) (the “Tag Along Acceptance Notice”) to the Pattern Seller, elect to transfer to the Tag Along Purchaser, as part of the Tag Along Sale, an amount of ownership interests in the Subject Project Company owned by PSP (the “Tagging Interests”) up to the total amount of issued and outstanding ownership interests in the applicable Subject Project Company proposed to be transferred to the Tag Along Purchaser pursuant to the Tag Along Sale multiplied by a ratio, the numerator of which is PSP’s ownership percentage in such Subject Project Company and the denominator of which is the total amount of issued and outstanding ownership interests in such Subject Project Company, at the same purchase price per security as the Pattern Seller and otherwise on the same terms therefor and subject to the same conditions thereto. Neither the Pattern Seller nor any Controlled Affiliate thereof shall have entered into any collateral agreement, commitment or understanding with the Tag Along Purchaser or its affiliates that has or would have the effect of providing to the Pattern Seller or any such Controlled Affiliate consideration of greater value than the consideration offered pursuant to the Tag Along Sale; provided that such restriction shall not consummated apply to any commercial agreement in effect at the time of such transaction (including, for the avoidance of doubt, the MOMA and PAA) that was entered into in accordance with the PSP Consent Rights. If the Tag Along Purchaser does not accept all of the Tagging Interests tendered by PSP, then PEGI shall have the option to either (i) proportionately reduce the number of Tag Sale Interests and Tagging Interests to account for the maximum number of ownership interests that the Tag Along Purchaser is willing to purchase or (ii) abandon the Tag Along Sale. If PSP does not deliver a Tag Along Acceptance Notice within twenty (20) calendar days after receipt of the Tag Along Notice, PSP shall be deemed to have waived its rights with respect to the transfer of its ownership interests in the Subject Project Company pursuant to the applicable Tag Along Sale and the Pattern Seller shall have until one hundred eighty (180) days after the expiration of such twenty (20) calendar day period after the date of the Tag Along Notice in which to transfer the ownership interests described in the Tag Along Notice on terms not materially more favorable (in the aggregate) to the Pattern Seller than those set forth in the Tag Along Notice. If at the end of such one hundred eighty (180) day period the Pattern Seller shall not have completed the transfer of all of the Pattern Seller’s ownership interests contemplated to be transferred in the Tag Along Notice (reduced to account for any Tagging Interests (if any) and all Tagging Interests (if any)), then PSP’s tag along rights shall again apply with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableunsold ownership interests.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05Section 5.03, if a Shareholder at any time the Sponsors constituting the Sponsor Majority (collectively, the “Drag-Along Seller”) proposes propose to Transfer all but not less than all of their Group Equity Securities (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i“Drag-Along Sale”) to any Third Party or Third Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer Shareholder that is not the Drag-Along Portion of Seller (the class of Shares (“Other Shareholders”), and each Other Shareholder hereby agrees, if such Drag-Along Rights”) Sale is structured as a Transfer of Group Equity Securities, to Transfer all but not less than all of the Group Equity Securities then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise Other Shareholder on the same terms and conditions as are applicable to the Drag-Along Seller; provided that any other Stockholder that holds options , including the exercise price same per share consideration with respect to a specific class of which is greater than Group Equity Securities; provided, that, the terms of such Drag-Along Sale may provide different per share price at consideration for different classes of Group Equity Securities. All Other Shareholders shall cooperate in, and shall take all actions that the Drag-Along Seller deems reasonably necessary or desirable to consummate the Drag-Along Sale, including, without limitation, (i) voting their respective Group Equity Securities (or executing and delivering any written consents in lieu thereof) in favor of the Drag-Along Sale and all actions deemed necessary or appropriate by the Drag-Along Seller in connection with the Drag-Along Sale, including voting to approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or a sale of all or substantially all of the assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (ii) to the extent permitted by applicable law, not exercising any dissenters’ or appraisal rights to which they may be entitled in connection with the Common Shares are Drag-Along Sale, and (iii) subject to be Transferred Section 5.03(b), entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller. Each Other Shareholder hereby grants to each Sponsor that is part of the Drag-Along Seller, an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Other Shareholder’s Group Equity Securities in accordance with such Other Shareholder’s agreements in this Section 5.02 and a power of attorney to execute and deliver in the name and on behalf of such Other Shareholder all such agreements, instruments and other documentation (including any written consents of shareholders) as is required to Transfer the Group Equity Securities held by such Other Shareholder to the Drag-Along Transferee. Notwithstanding the foregoing, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the may cause a Drag-Along Sale is pursuant to this Section 5.02(a) in a Transfer for less than all of the outstanding Group Equity Securities; provided, that such retained shares do not consummated with respect exceed 20% of the issued and outstanding Group Equity Securities and; provided, further, that that all Shareholders shall have the right to any Common Shares acquired upon exercise retain a pro rata share of each class of aggregate retained shares (based on their Aggregate Ownership of the specified class at such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicabletime).

Drag-Along Rights. (ai) Subject to Sections 4.04(g) During any period between the expiration of the Restricted Period and 4.05completion of a Qualified Public Offering, if Apollo (by itself or together with its Ultimate Parent Entity and its Ultimate Parent Entity’s [Controlled] Affiliates) is the Transferring Holder and the Offered Shares to be Transferred in a Shareholder transaction or series of related transactions, which transaction or series of related transactions would constitute a Permitted ROFO Transfer, whether by sale of stock, merger, consolidation or otherwise, comprise 80% or more of Common Shares beneficially owned by Apollo’s Ultimate Parent Entity and its [Controlled] Affiliates, and at least a majority of the Class A Shares outstanding (a “Drag-Along Transaction”), then, in the event that a Holder (the “Dragged Holder”) was not entitled to a Right of First Offer or has not timely submitted its Proposed Offer, or any such Proposed Offer has been rejected in compliance with this Agreement, Apollo shall have the right (the “Drag-Along SellerRight”) proposes to Transfer (not includingrequire such Dragged Holder to Transfer, howeverin the Drag-Along Transaction, any pledge, encumbrance or hypothecation) any shares the number of any class of Common Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined beneficially owned by such Dragged Holder multiplied by the Board of Directors Drag-Along Percentage (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity rounded down to the Company nearest whole share). In order to exercise its Drag-Along Right, Apollo shall deliver written notice of such Drag-Along Transaction (the “Drag-Along TransfereeNotice”) in a single transaction or in a series to the Company and each Dragged Holder within 150 days after the date of related transactions, and (any such Transfer, a “the ROFO Notice. Such Drag-Along Sale”), Notice shall disclose in reasonable detail the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred subject to the Drag-Along Transferee, if required by Transaction (the “Drag-Along Seller to exercise such optionsShares”), maythe proposed price, in place the other proposed terms and conditions of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the proposed Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise Transaction (including copies of such optionsthe definitive agreements relating thereto) and the identity of the prospective purchaser. For the avoidance of doubt, or the terms and conditions of the proposed Drag-Along Sale is not consummatedTransaction (including the terms and conditions of any stockholder, such options shall voting or other ongoing arrangement between the Transferring Holder and the prospective purchaser) must be deemed not to have been exercised or canceledthe same for the Transferring Holder and the Dragged Holder including, without limitation, the same per Common Share purchase price, but excluding any payments under the Consulting Agreements made as applicablea result of any Drag-Along Transaction which will be governed by Section 8(h) hereof.

Drag-Along Rights. (a) Subject If at any time prior to Sections 4.04(g) a Qualifying Public Equity Offering, Sponsor and 4.05its Affiliates intend to effect a Substantial Change of Control, if a Shareholder Sponsor shall have the right to require the other Shareholders (the “Drag-Along SellerShareholders”) proposes to Transfer sell the same percentage of Common Stock held by them relative to such Shareholder’s ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters’ rights with respect to such transaction; or otherwise participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (not includinga) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock as sold by the Drag-Along Shareholders; provided, however, any pledgethat MCLLC and its Direct Permitted Transferees will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $20.00 per share (as adjusted for Adjustments) of the Common Stock, encumbrance or hypothecation) any and provided, further, that if Sponsor and its Affiliates are selling all of their shares of any class of Shares that results Common Stock in a connection with such Substantial Change of Control (i) Control, the Drag- Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any Third Party or Parties or (ii) to representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any Person indemnification in connection with a reorganization or restructuring of the Company as determined by the Board of Directors transaction effected pursuant to this Section 4.03 (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along SaleTransaction”), ) (with respect to such Shareholder’s Shareholder Representations) in excess of the consideration received by such Drag-Along Seller may at its option require each other Stockholder to Transfer the Shareholder in such Drag-Along Portion of the class of Shares (“Transaction and no such Drag-Along Rights”) then held by Shareholder shall be required to participate in any escrow relating to such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number Transaction in excess of options for Common Shares held by such other Stockholder as is required in order that a sufficient number the amount of Common Shares are available to Transfer the relevant Stock such Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which Shareholder is greater than the per share price at which the Common Shares are required to be Transferred sell pursuant to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicablethis Section 4.03.

Drag-Along Rights. (a) Subject Prior to Sections 4.04(g) and 4.05the consummation of a Qualified IPO, if a Shareholder the Majority Preferred Stockholders, whether alone or in combination with any other Holdings Securityholders (the “Drag-Along SellerGroup”) proposes ), determine to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in undertake a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring Sale of the Company as determined by or any other sale, conveyance or other disposition of Opco, Holdings (or, at the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) election of the successor entity to Majority Preferred Stockholders, the Company (the “Drag-Along Transferee”) Company), in a single transaction one or in a series of related transactionstransactions and whether by merger, and consolidation, sale of all or substantial portion of Opco’s or Holdings’ (or the Company’s) assets, sale of all or a substantial portion of the assets of or equity in a business unit or division of Opco, Holdings or the Company, or sale or exchange of equity interests (any such Transfersale, a “Drag-Along Sale”), then upon written notice (the “Drag-Along Notice”) from the Drag-Along Seller may at its option require each Group to the other Stockholder Securityholders or Holdings Securityholders, as applicable (the “Drag-Along Securityholders”) (which notice shall include reasonable details and all material terms of the proposed sale or exchange, including the proposed time and place of closing and the form and amount of consideration to Transfer be received by the Drag-Along Portion Securityholders), each Drag-Along Securityholder shall (1) if such Drag-Along Sale is structured as a sale or exchange of equity interests, transfer and deliver, or cause to be transferred and delivered, to the class purchaser in the Drag-Along Sale the same proportion of Shares such Drag-Along Securityholders’ Company Securities or Holdings Securities, as applicable (the “Drag-Along RightsSecurities”) then held as is being sold by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required Group, in order that a sufficient number of Common Shares are available to Transfer the relevant aggregate, in the Drag-Along Portion Sale and (2) subject to Section 4.2(d), take each of Shares held by the other actions described in this Section 4.2 that are applicable to such Drag-Along Securityholder. Subject to Section 4.2(d), the Drag-Along Group also may require each such other Stockholder, Drag-Along Securityholder (i) for to agree to substantially the same consideration per share or unit of terms and conditions in connection with the relevant class of Shares, (ii) in cash, notes, and/or marketable securitiesDrag-Along Sale as the Drag-Along Group receives, and (iii) otherwise on the same to execute and deliver such agreements, instruments and certificates reflecting those terms and conditions as the Drag-Along SellerGroup shall execute and deliver; provided (ii) to deliver certificates and/or other instruments, if any, representing that any other Stockholder that holds options the exercise price per share portion of which is greater than the per share price at which the Common Shares are to be Transferred to the such Drag-Along Transferee, if required by the Securityholders’ Drag-Along Seller Securities to exercise be transferred pursuant to this Section 4.2(a), together with Unit or other appropriate powers therefor duly executed, at the closing, free and clear of all liens; and (iii) waive any appraisal, dissenters’ or similar rights that may be available to such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated Securityholders under any law, rule, regulation, statute, agreement, organizational document or otherwise in connection with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableSale.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05, if If both of the Lead Stockholders propose a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person transfer in connection with a reorganization sale or restructuring of the Company as determined by the Board of Directors exchange, whether directly or pursuant to a merger, consolidation or otherwise (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “"Drag-Along Sale”"), the Drag-Along Seller Lead Stockholders may at its option require each all other Stockholder Stockholders to Transfer the Drag-Along Portion of the class of sell all Shares proposed to be sold therein (“"Drag-Along Rights”") then held by such other every Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions (including timing of receipt of consideration) as the sale by Lead Stockholders; provided, however, that if either of the Lead Stockholders and its respective Affiliates cease to collectively beneficially own at least 20% of the shares of Common Stock (including shares of Common Stock issuable upon conversion of securities convertible, exchangeable or exercisable for shares of Common Stock) beneficially owned by them immediately following the closing of the transactions contemplated by the Securities Purchase Agreement, Stockholders collectively holding more than 50% of the voting power represented by the outstanding Shares and shares of Class B Common Stock (the "Majority Stockholders") shall have the ability to exercise the Drag-Along Seller; provided that any other Stockholder that holds options Rights described in this Section 4.2. The Lead Stockholders or the exercise price per share Majority Stockholders, as applicable, shall have a period of which is greater than 90 days from the per share price at which the Common Shares are to be Transferred to date of receipt of the Drag-Along Transferee, if required by Notice to consummate the Drag-Along Seller to exercise Sale on the terms and conditions set forth in such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect theretoDrag-Along Sale Notice. If the Drag-Along Sale is shall not have been consummated during such period, the Lead Stockholders or the Majority Stockholders, as applicable, shall return to each of the Stockholders all certificates or other evidence of title and ownership representing shares that such Stockholders delivered for transfer pursuant hereto, together with any documents in the possession of the Lead Stockholders or the Majority Stockholders, as applicable, executed by the other Stockholders in connection with such proposed transfer, and all the restrictions on transfer contained in this Agreement or otherwise applicable at such time with respect to any Common Shares acquired upon exercise shares owned by the Stockholders shall again be in effect. Concurrently with the consummation of such optionsthe transfer of shares pursuant to this Section 4.2, the Lead Stockholders or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceledMajority Stockholders, as applicable, shall give notice thereof to all Stockholders, shall remit to each of the Stockholders who have surrendered their certificates or other evidence of title and ownership the total consideration (by bank or certified check) for the shares transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by such Stockholders.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05If, if a Shareholder (at any time after the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring earlier of the Company as determined by date which is 42 months after the Board of Directors (Closing Date or the “Board”) so long as each Stockholder Positive EPS Date, QUALCOMM shall, in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction one or in a series of related transactions, and (any such Transferenter into an agreement to effect, or propose to effect, a “sale, transfer or other disposition to a Third Party of Ordinary Shares owned by QUALCOMM in an amount greater than 50% of the then outstanding Ordinary Shares of the Company (a "Drag-Along Sale”"), then QUALCOMM shall have the right (a "Drag-Along Right") to require VeloCom to sell, transfer and deliver, or cause to be sold, transferred and delivered to such Third Party, Ordinary Shares in an amount equal to the number of Ordinary Shares then owned by VeloCom multiplied by the Drag-Along Seller may at its option require each other Stockholder Percentage. The "Drag-Along Percentage" shall mean the percentage represented by a fraction the numerator of which is the number of Ordinary Shares owned by QUALCOMM that are subject to Transfer the Drag-Along Portion Sale and the denominator of which is the class aggregate number of Ordinary Shares (“owned by QUALCOMM immediately prior to such Drag-Along Rights”) then held Sale. The Ordinary Shares owned by such other Stockholder, and (subject VeloCom that are to and at the closing of be sold in the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for Sale shall be sold at the same consideration price per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred applicable to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect theretoSale. If in the Drag-Along Sale is not consummated QUALCOMM intends to sell any QUALCOMM Commitment Shares along with respect the corresponding portion of the QUALCOMM Commitment (as permitted under Section 3.4(a)) and the per share sale price applicable to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is does not consummatedtake into account the value of the QUALCOMM Commitment being so assumed, such options then the per share price applicable to the Drag-Along Right shall be deemed increased to include such value. VeloCom shall not be obligated to have been exercised pay any portion of the transaction costs associated with a Drag-Along Sale or canceledthe sale, as applicabletransfer or delivery of securities pursuant thereto.

Drag-Along Rights. (a) Subject to Sections 4.04(gIf at any time any Existing Shareholder or group of Existing Shareholders holding at least a majority of the outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) and 4.05(collectively, if a Shareholder (the “Drag-Along SellerDragging Shareholders”) proposes determine to Transfer (not includingor cause to be Transferred, however, in any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Dragsingle arm’s-Along Transferee”) in a single length transaction or in a series of related arm’s-length transactions, Ordinary Shares representing all of the then-issued and outstanding Ordinary Shares (any such Transfer, assuming the conversion of all Preference Shares into Ordinary Shares) then held by the Existing Shareholders to one or more Persons who are unaffiliated bona fide third-party purchasers (a “Drag-Along Sale”), then the Dragging Shareholders may elect to require all other Shareholders (the “Dragged Shareholders”) to, and the Dragged Shareholders shall, (i) if such Drag-Along Seller may at its option require each other Stockholder Sale is structured as sale of Ordinary Shares, Transfer, or caused to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by be Transferred, to such other StockholderPerson, and (subject to and at the closing of concurrently with the Drag-Along Sale) to exercise such number , Preference Shares or Ordinary Shares representing all of options for Common the Ordinary Shares then held by the Dragged Shareholders (in the case of Preference Shares, assuming the conversion of all Preference Shares into Ordinary Shares) or (ii) if such other Stockholder Transfer is structured as is required a merger, consolidation or sale of all or substantially all of the assets of the Company, to vote in order that a sufficient number of Common Shares are available favor thereof, and otherwise to Transfer the relevant consent to and raise no objection to such Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securitiesSale, and (iii) otherwise on the same terms and conditions as Dragged Shareholders shall waive dissenters’ rights, appraisal rights or similar rights, if any, which the Dragged Shareholders may have in connection therewith; provided that upon the consummation of any Drag-Along Seller; provided that Sale, (y) before any other Stockholder distribution or payment shall be made to any Dragging Shareholders in connection with such Drag-Along Sale, each Dragged Shareholder that holds options Preference Shares shall be entitled to receive the exercise price per share of which Sale Payment, for each Preference Share it holds that is greater than the per share price at which the Common Shares are to be Transferred to the in such Drag-Along Transferee, Sale in accordance with the Memorandum and (z) if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect entered into prior to any Common the three year anniversary of the Closing, then the consideration payable to each Dragged Shareholder that holds Preference Shares acquired upon exercise of such optionsshall be payable either (i) solely in cash or Liquid Securities, or (ii) solely to the extent holders of Ordinary Shares are receiving securities, other than Liquid Securities, in such Drag-Along Sale is not consummatedSale, such options then each holder of Preference Shares shall have the option of receiving non-Liquid Securities of either the same class received by holders of Ordinary Shares or in the form of Acceptable Securities. For greater certainty, under no circumstances shall any Affiliate of the Company be deemed not to have been exercised or canceled, as applicableconsidered an unaffiliated bona fide third-party purchaser for purposes of this Section 3.7.

Drag-Along Rights. (aA) Subject to Sections 4.04(g) and 4.05Notwithstanding any other provision in this Agreement, if a Shareholder Seller and/or one or more Oaktree Parties (the “Drag-Along such Person or Persons, "Seller”") proposes to Transfer (not including, however, any pledge, encumbrance or hypothecationother to another Oaktree Party) any shares of Preferred Stock representing (a) more than 50% of the total voting power represented by the outstanding capital stock (including the Preferred Stock) then outstanding and normally entitled to vote in the election of directors of the Company ("Voting Stock") or (b) more than 50% of the total voting power represented by the outstanding Voting Stock of the Company and other securities of the Company having the right to vote upon the satisfaction of any class condition or the occurrence of Shares any contingency or event, including the exercise, exchange or conversion of the security for or into any other security (the Preferred Stock being Transferred being referred to as the "Seller Stock"), to any third party (a "Drag Along Third Party") pursuant to a bona fide offer to acquire shares of Preferred Stock (whether in the form of a purchase of shares of Preferred Stock, merger, consolidation, exchange, business combination, recapitalization or otherwise) made by an unrelated Person which has the demonstrable financial ability to consummate such a transaction ("Bona Fide Offer"), then Seller shall have the right, subject to the provisions of this Section 11, to require all Purchasers (collectively, the "Drag Along Sellers") to include in such Transfer (a "Required Sale") a portion of each such Drag Along Seller's shares of Preferred Stock (the "Drag Along Stock") by delivering notice (the "Drag Along Notice") to the Drag Along Sellers. The portion that results each Drag Along Seller shall be required to include in a Change the Required Sale shall equal the product of Control (i) the percentage of the Preferred Stock held by Seller that it proposes to any Third Party or Parties or Transfer (expressed as a percentage), divided by 100, and (ii) to any Person in connection with a reorganization or restructuring the aggregate number of the Company as determined by the Board shares of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then Preferred Stock held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Drag Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05, if a Shareholder (In the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares event that results in a Change of Control (i) a Transferring Shareholder proposes to any Third Party or Parties or make a Disposition for value to bona fide third parties of more than fifty percent (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities50%) of the successor entity to the Company (the “Drag-Along Transferee”) total number of Shares outstanding, in a single one transaction or in a series of related transactions, and (any such Transferother than a Disposition made by means of a Public Offering, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholderone or more Tag/Drag Transferees, and (subject ii) the Corporation and the Other Shareholders have elected not to exercise their Right of First Offer pursuant to Section 3 or such Right of First Offer has expired unexercised by the Transferring Shareholder with respect to such Tag/Drag Shares, the Transferring Shareholder shall have the right and at option (but not the closing obligation) to require each Other Shareholder to make a Disposition to such Tag/Drag Transferee(s) of all of the Drag-Along SaleShares of such Other Shareholder(s). If the Transferring Shareholder elects to require any Other Shareholder(s) to exercise make a Disposition to such number Tag/Drag Transferee of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided Shares owned of record by such Other Shareholder(s), the Transferring Shareholder shall give the Drag Notice to such Other Shareholder(s). It shall be a condition to the consummation of a Disposition covered by this Section 6 that the Drag Notice shall have been signed by the Transferring Shareholder and the Tag/Drag Transferee(s), The Transferring Shareholder and the Tag/Drag Transferee(s) shall keep the Other Shareholder(s) who incur the drag-along obligations set forth in this Section 6 reasonably informed of the progress of the sale proposed in the Drag Notice. The Transferring Shareholder and the Tag/Drag Transferee(s) shall keep the Other Shareholder(s) subject to the drag-along obligations reasonably informed of the progress of the sale proposed in the Tag Notice. The Other Shareholders who incur the drag-along obligations set forth in this Section 6 shall become a party to any agreement with the Disposition of the Tag/Drag Shares providing representations and warranties, indemnification obligations (including escrows, hold back or other Stockholder that holds options similar arrangements to support such indemnity obligations), releases or other obligations to which the exercise price per share of which is greater Transferring Shareholder or its Affiliates (other than the per share price at which the Common Shares are Corporation) agree in connection with such Disposition (other than any such obligations that relate specifically to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise a particular Shareholder such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated as indemnification with respect to any Common representations and warranties given by the Shareholder regarding such Shareholder’s title to and ownership of Shares acquired upon exercise as to which obligations each such Shareholder shall be solely liable). If a Disposition of such options, or the Drag-Along Sale Tag/Drag Shares pursuant to this Section 6 is not consummatedmade within ninety (90) days of the Drag Notice, such options right to make a Disposition pursuant to this Section 7 shall expire. In such event, the restrictions of this Section 6 shall be deemed reinstated, and any subsequent Disposition of Tag/Drag Shares, whether or not to have been exercised or canceledthe same Tag/Drag Transferee, as applicablemust be made strictly in compliance with the provisions of this Section 6.

Drag-Along Rights. In the event that at any time following the date of this Agreement, the Preferred Majority (a) Subject to Sections 4.04(g) and 4.05collectively, if a Shareholder (the “Drag-Along SellerShareholders”) proposes to Transfer approve a transaction that qualifies as a Liquidation Event (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder defined in the Company maintains their proportionate economic and voting interest in the capital stock Restated Articles) (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any each such Transfertransaction, a “Drag-Along Sale”), ) and the valuation of the Company immediately prior to the Drag-Along Seller may at its option require each other Stockholder to Transfer Sale reaches US$2,500,000,000 or more in the contemplated Drag- Along Sale, then, upon written notice from such Drag-Along Portion Shareholders requesting them to do so, each of the class other shareholders of Shares the Company (the “Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all the Equity Securities held by them in favor of such proposed Drag-Along Rights”) then held by Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such other Stockholder, and (subject to and at the closing of the proposed Drag-Along Sale; (ii) to exercise sell, transfer, and/or exchange, as the case may be, all of its Equity Securities in such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each Sale to such other Stockholder, purchaser (ithe “Potential Purchaser”) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required were agreed by the Drag-Along Seller to exercise such options, may, in place Shareholders; (iii) refrain from exercising any dissenters’ rights or rights of such exercise, submit to irrevocable cancellation thereof without appraisal under applicable law at any liability for payment of any exercise price time with respect theretoto or in connection with such proposed Drag-Along Sale; and (iv) take all actions reasonably necessary to consummate the proposed Drag-Along Sale, including without limitation amending the then existing Restated Articles. If any Dragged Shareholder does not elect to vote, or give its written consent with respect to such proposed Drag-Along Sale, such Dragged Shareholder shall be obliged to purchase all the shares held by the Drag-Along Sale is Shareholders at the price and terms offered by the Potential Purchaser. In such event, the Dragged Shareholders who do not consummated with respect wish to sell their shares shall make a matching offer to purchase from all other relevant shareholders the shares proposed to be sold by any Common Shares acquired upon exercise other such shareholders on no less favorable terms than the bona fide offer made by the Potential Purchaser within thirty (30) Business Days of such options, or the issuance of the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, Notice (as applicabledefined below).

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05Section 5.03, if a Shareholder at any time, prior to an IPO, the Avista Entities (the “Drag-Along Seller”) proposes propose to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results Equity Securities in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, transactions that qualifies as a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder that is not the Drag-Along Seller (the “Other Stockholders”) to participate in such Drag-Along Sale. Each Other Stockholder hereby agrees (i) if such Drag-Along Sale is structured as a Transfer of Equity Securities, whether by stock sale, merger, consolidation, recapitalization, reclassification or similar transaction, to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) Equity Securities then held by such other StockholderOther Stockholder on the same terms and conditions as are applicable to the Drag-Along Seller, including the same per share consideration with respect to a specific class of Equity Securities; provided, that the terms of such Drag Along Sale may provide different per share consideration for different classes of Equity Securities, and (ii) in the case of each Management Stockholder, subject to and at the closing of the Drag-Along Sale) , to exercise such number of options or other equity based awards for Common Shares Incentive Securities held by such other Management Stockholder as is required in order that a sufficient number of Common Shares Equity Securities are available to Transfer the relevant Drag-Along Portion of Shares held by each Equity Securities of such other Management Stockholder, (i) in each case for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, Equity Securities and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that that, with respect to any such options or other Stockholder that holds options the equity based awards having an exercise price per share of which that is greater than the per share price at which the Common Shares Equity Securities are to be Transferred to the Drag-Along Transferee, if such Management Stockholder shall, to the extent required by the Drag-Along Seller to exercise such options, may, options or other equity based awards in place of such exercise, submit to irrevocable cancellation thereof (subject to Section 5.02(e)) without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares Equity Securities acquired upon exercise of such options, options or the Drag-Along Sale is not consummatedother equity based awards, such options or other equity based awards shall be deemed not to have been exercised or canceled, as applicable. All Other Stockholders shall reasonably cooperate in, and shall take all actions requested by the Drag-Along Seller that are reasonably necessary or desirable to consummate the Drag-Along Sale, including (i) voting their respective Equity Securities (or executing and delivering any written consents in lieu thereof) in favor of the Drag-Along Sale (to the extent a vote is required) and all actions deemed reasonably necessary by the Drag-Along Seller in connection with the Drag-Along Sale, including voting to approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or a sale of all or substantially all of the assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (ii) waiving any dissenters’ or appraisal rights to which they may be entitled in connection with the Drag-Along Sale, (iii) subject to Section 5.03, entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller, and (iv) take all actions necessary to cause the Board to approve the Drag-Along Sale, including, if applicable, removing and replacing any Avista Designees pursuant to Section 2.02. For purposes of clarity, the Drag-Along Seller may cause a Drag-Along Sale pursuant to this Section 5.02(a) in a Transfer for less than all of the outstanding Equity Securities.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05Section 5.03, if a Shareholder at any time, prior to an IPO, the Avista Entities (the “Drag-Along Seller”) proposes propose to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results Equity Securities in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, transactions that qualifies as a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder that is not the Drag-Along Seller (the “Other Stockholders”) to participate in such Drag-Along Sale. Each Other Stockholder hereby agrees (i) if such Drag-Along Sale is structured as a Transfer of Equity Securities, whether by stock sale, merger, consolidation, recapitalization, reclassification or similar transaction, to Transfer the Drag-Along Portion of the applicable class or classes of Shares (“Drag-Along Rights”) Equity Securities then held by such other StockholderOther Stockholder on the same terms and conditions as are applicable to the Drag-Along Seller, including the same per share consideration with respect to a specific class of Equity Securities; provided, that the terms of such Drag Along Sale may provide different per share consideration for different classes of Equity Securities to the extent consistent with the Company’s certificate of incorporation, and (ii) in the case of each Management Stockholder, subject to and at the closing of the Drag-Along Sale) , to exercise exercise, immediately prior to the Drag-Along Sale such number of options or other equity based awards for Common Shares Incentive Securities held by such other Management Stockholder as is required (taking into account all options, shares and other Equity Securities held by such Management Stockholder) in order that a sufficient number of Common Shares Equity Securities are available to Transfer the relevant Drag-Along Portion of Shares held by each Equity Securities of such other Management Stockholder, (i) in each case for the same consideration per share or unit of the relevant class of Shares, Equity Securities (iisubject to any exercise price and any required withholding or other taxes) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that that, with respect to any such options or other Stockholder that holds options the equity based awards having an exercise price per share of which that is greater than the per share price at which the Common Shares Equity Securities are to be Transferred to the Drag-Along Transferee, if such Management Stockholder shall, to the extent required by the Drag-Along Seller to exercise such options, may, options or other equity based awards in place of such exercise, submit to irrevocable cancellation thereof (subject to Section 5.02(e)) without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares Equity Securities acquired upon exercise of such options, options or the Drag-Along Sale is not consummatedother equity based awards, such options or other equity based awards shall be deemed not to have been exercised or canceled, as applicable. All Other Stockholders shall reasonably cooperate in, and shall take all actions requested by the Drag-Along Seller that are reasonably necessary or desirable to consummate the Drag-Along Sale, including (i) voting their respective Equity Securities (or executing and delivering any written consents in lieu thereof) in favor of the Drag-Along Sale (to the extent a vote is required) and all actions deemed reasonably necessary by the Drag-Along Seller in connection with the Drag-Along Sale, including voting to approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or a sale of all or substantially all of the assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (ii) waiving any dissenters’ or appraisal rights to which they may be entitled in connection with the Drag-Along Sale, (iii) subject to Section 5.03, entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller, and (iv) take all actions necessary to cause the Board to approve the Drag-Along Sale, including, if applicable, removing and replacing any Avista Designees pursuant to Section 2.02. For purposes of clarity, the Drag-Along Seller may cause a Drag-Along Sale pursuant to this Section 5.02(a) in a Transfer for less than all of the outstanding Equity Securities of any class.

Drag-Along Rights. (a) Subject to Sections 4.04(gIf one or more Class A Members (each such Class A Member in its capacity as such, the “Dragging Member”) and 4.05, if its or their respective Affiliates hold a Shareholder Class A Equity Percentage Interest of at least eighty percent (80%) and the “Drag-Along Seller”) proposes Dragging Members desire to Transfer (sell all of the Class A Units held by such Dragging Members and their respective Affiliates pursuant to a sale to a Third Party that is not including, however, any pledge, encumbrance or hypothecation) any shares an Affiliate of any class of Shares that results in such Dragging Member (a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions), and such Dragging Member may require each other Member (any such Transfereach, a “Drag-Along SaleRequired Seller”)) to sell all of their Membership Interests in the Company, subject to reasonable allowances (applied Pro Rata to the Drag-Along Dragging Members and each Required Seller may at its option require each other Stockholder to Transfer based on the Drag-Along Portion relative Equity Percentage Interests of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, Dragging Members and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (iRequired Seller) for the same consideration per share or unit “roll-over” of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to equity required by the Drag-Along Transferee, if in a bona fide arm’s length transaction or series of transactions, including pursuant to a merger, equity purchase, tender offer, business combination, asset sale contemplated by Section 9.4(d) or otherwise (such transaction or series of related transactions, a “Drag Sale”) at the purchase price and upon the terms set forth in the Drag-Along Notice (or Amended Drag-Along Notice) described below; provided, that, notwithstanding the foregoing provisions with respect to allowances for the “roll-over” of equity required by the Drag-Along Transferee, each Required Seller to exercise such options, may, in place its sole discretion, require that 100% of its Membership Interests be sold in connection with any Drag Sale. In connection with a Drag Sale, the Dragging Members may also require each Required Seller to vote in favor of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If Drag Sale or act by written consent approving the Drag-Along Sale is not consummated same with respect to all Membership Interests owned by such Required Seller, as necessary or desirable to approve and consummate the Drag Sale. The consummation of a Drag Sale by any Common Shares acquired upon exercise Dragging Members shall be subject to the sole discretion of such optionsDragging Members, who shall have no liability or the Drag-Along Sale is not consummated, obligation whatsoever (other than compliance with this Section 9.4) to any Required Sellers participating therein in connection with such options shall be deemed not to have been exercised or canceled, as applicableRequired Sellers’ Disposition of Membership Interests.

Drag-Along Rights. (a) Subject Prior to Sections 4.04(ga Liquidity Transaction, in the event that a SAFE Sale or GL Business Sale is consummated or one or more definitive transaction agreements are entered into providing for a SAFE Sale or GL Business Sale, in each case, on Arms-Lengths Terms and not with an Affiliate of SAFE, then SAFE may, in its sole discretion, notify each other Member (each, a “Drag-Along Member”) in writing that SAFE (or a designee) will acquire all (and 4.05, if a Shareholder not less than all) of such Member’s Units (the “Drag-Along SellerTransaction”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control ). If SAFE delivers such notice: (i) to the extent any Third Party vote or Parties consent to such Drag-Along Transaction is required, each Drag-Along Member shall consent or vote for such Drag- Along Transaction and shall waive any claims related thereto, including any dissenter’s rights, appraisal rights or similar rights which such Drag-Along Member may have in connection therewith, (ii) no Drag- Along Member shall raise any objections to the proposed Drag-Along Transaction, (iii) each Drag- Along Member shall agree to sell all of its Units on the terms and conditions as set forth in such notice, subject to any rollover by Company Personnel of their Units as may be requested by the transferee, (iv) each Drag-Along Member shall execute all documents reasonably required to effectuate such Drag-Along Transaction, as determined by SAFE (including consenting to amendments to this Agreement), (v) each Drag-Along Member shall be obligated to provide the same covenants, agreements, indemnities (on a pro rata basis in accordance with their Drag-Along Pro Rata Share, provided that no indemnification obligation of any Drag-Along Member shall exceed the consideration received by such Drag-Along Member for the sale of its Units in such Drag-Along Transaction), (vi) no Drag- Along Member shall be required to make any representation or warranty other than customary representations and warranties with respect to (A) such Drag-Along Member’s existence and power and authority to consummate the Drag-Along Transaction, (B) such Drag-Along Member’s ownership of its respective Units and ability to freely convey such Units without liens or encumbrances (other than by reason of this Agreement), (C) non-contravention of such Drag-Along Member’s charter, bylaws or other organizational documents and non-contravention of laws and/or judgments by such Drag- Along Member, (D) the enforceable nature of such Drag-Along Member’s obligations under the documents for the Drag-Along Transaction to which it is a party, subject to customary exceptions and (E) that such Drag-Along Member has not retained any Person that would be entitled to any broker’s or finder’s fees in connection with a reorganization the Drag-Along Transaction, (vii) no Drag-Along Member should be liable for any representation, warranty, covenant or restructuring of the Company agreement made by another Drag-Along Member and (viii) each Drag-Along Member shall take all other actions reasonably necessary or desirable, as determined by the Board Managing Member, to cause the consummation of Directors (such Drag-Along Transaction on the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (terms proposed by SAFE. No Drag-Along Member shall be required to agree to any non- competition, non-solicitation or equivalent securities) of the successor entity to the Company (the similar restrictive covenant. As used herein, “Drag-Along Transferee”) in Pro Rata Share” of a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”)Member means the number of Units derived by dividing (x) the total number of Units then held by such Drag-Along Member, by (y) the total number of Units to be sold by all Drag- Along Members in the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableTransaction.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05, if a Shareholder (If at any time during the “Drag-Along Seller”) proposes to Transfer (not including, howeverTerm, any pledge, encumbrance Clorox Partner enters into an agreement to consummate a transaction constituting a direct or hypothecation) any shares indirect sale of any class all or substantially all of Shares that results in the Glad Global Business (other than a Clorox Change of Control Control) (i) a “Third-Party Sale”), then upon the written demand of Clorox, each P&G Partner will agree to any Third sell all its JV Interests, and the P&G Option if the Third-Party or Parties or (ii) Sale is during the Option Exercise Period and the P&G Option is not yet exercised, and at a price equal to any Person the Fair Market Value for such JV Interests, and upon the same other terms and conditions as to be given to the Clorox Partners, provided that in order to be entitled to exercise their rights in connection with a reorganization Third Party Sale, the P&G Partners must agree to give the same indemnities as the Clorox Partners agree to make in connection with the proposed sale, transfer or restructuring of the Company as determined assignment, which obligations will be borne by the Board P&G Partners on a pro rata basis based on the relative Ordinary JV Interests of Directors (the “Board”) so long as each Stockholder all JV Partners but in the Company maintains their proportionate economic and voting interest case of each P&G Partner will in the capital stock no event exceed ten percent (or equivalent securities10%) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held sale proceeds received by such other StockholderP&G Partner.. Notwithstanding the foregoing, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares a Third-Party Sale that occurs prior to [* * *] anniversary of the Closing Date, the purchase price to be paid to the P&G Partners in such Third-Party Sale for P&G’s initial Ordinary JV Interest of ten percent (10%) and Class C Interest will be an aggregate of no less than $140 million. With respect to the P&G Option if the P&G Option is unexercised but exercisable, the P&G Partners will receive from the proceeds otherwise payable to the Clorox Partners the amount by which the Fair Market Value of the Ordinary JV Interest and Class A Interest subject to the P&G Option exceeds the Option Price. The purchase price payable to the P&G Partners for the P&G Option (if the P&G Option is unexercised, but exercisable) will therefore be the greater of (i) zero and (ii) an amount equal to (x) the Fair Market Value of the Ordinary JV Interest and Class A Interest to be acquired by P&G upon exercise of the P&G Option minus (y) the then-applicable Option Price (and the amount of the purchase price payable to the Clorox Parties will be reduced by an equal amount). Upon completion of such optionssale the P&G Option will terminate. Clorox agrees it will not enter into a Third-Party Sale, or unless otherwise agreed by the DragP&G Partners, without obtaining an opinion from a nationally-Along Sale recognized investment banking firm selected by Clorox, which investment banking firm is not consummatedotherwise entitled to any financial advisor’s or similar fee in connection with the Third-Party Sale, such options shall be deemed not to have been exercised or canceled, as applicable[* * *]. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

Drag-Along Rights. 6.1 In the event that one (a1) Subject to Sections 4.04(g) and 4.05, if a Shareholder or more Series B Investors (the “Drag-Along SellerDragging Stockholders”) proposes to Transfer (receive from a third party dealing at arm’s length with each of, and not including, however, any pledge, encumbrance or hypothecation) any shares an Affiliate of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of of, the Company as determined by the Board of Directors Dragging Stockholders (the “BoardBuyer”), a bona fide written offer (the “Offer”) so long as each Stockholder in to purchase at closing any or all of such Dragging Stockholders’ Series B Preferred Stock (the Company maintains their proportionate economic and voting interest in the capital stock “Drag Offer Shares”), which Offer holders of at least sixty percent (or equivalent securities60%) of the successor entity then outstanding Series B Preferred Stock held by the Series B Investors are willing to accept, such Dragging Stockholders will have the Company right (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) to require each of the holders of Common Stock and the Series A Investors and those Series B Investors not forming part of the Dragging Stockholders (the “Other Stockholders”) to sell to the Buyer the proportion of the Voting Stock held by it (the “Dragged Stock”) that is equal to the proportion that the Drag Offer Shares is to the total number of Series B Preferred Stock then held by all of such other StockholderDragging Stockholders, and on the identical terms as the Dragging Stockholders by providing written notice of such election (subject to and at the closing of the “Drag-Along SaleNotice”) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Company and the Other Stockholders. The Drag-Along Portion of Shares held by each such other Stockholder, Notice will include: (ia) for the same consideration per share or unit a statement of the relevant class Dragging Stockholders’ bona fide intention to sell or transfer the Drag Offer Shares; (b) the name and address of Shares, the Buyer; (iic) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as of the Drag-Along SellerOffer; provided that any other Stockholder that holds options the exercise price per share of which is greater than (d) the per share purchase price at which that the Common Buyer will pay for the Drag Offer Shares are (being the amount to be Transferred to paid for all of the Drag-Along Transferee, if required by Voting Stock without a premium for control); (e) the Drag-Along Seller to exercise expected closing date of the proposed transaction; and (f) such options, may, in place other information as the recipient of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicablenotice may reasonably request.

Drag-Along Rights. (a) Subject to Sections 4.04(g) this Section 4.02 and 4.05Section 4.03, if a Shareholder the Avista Entities (together, the “Drag-Along Seller”) proposes propose to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares less than 50% of their collective Initial Ownership of any class of Shares that results in Company Securities to a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and bona fide sale (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder all Management Shareholders (i) to Transfer the Drag-Along Portion of the such class of Shares Company Securities (“Drag-Along Rights”) then held by such other Stockholderevery Management Shareholder, and (ii) subject to and at the closing of the Drag-Along Sale) , to exercise such number of options or warrants for Common Shares held by such other Stockholder every Management Shareholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by Company Securities of each such other StockholderManagement Shareholder, (i) in each case for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, Company Securities and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; , provided that any other Stockholder Management Shareholder that holds options or warrants the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof (subject to Section 4.02(b)) without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, options or the Drag-Along Sale is not consummatedwarrants, such options or warrants shall be deemed not to have been exercised or canceled, as applicable. The Drag-Along Seller shall provide notice of such Drag-Along Sale to the Management Shareholders (a “Drag-Along Sale Notice”) not later than 10 days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the transferee, the number of Company Securities subject to the Drag-Along Sale, the type and amount (or value) of consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. The number of Company Securities to be sold by each Management Shareholder shall be the Drag-Along Portion of the class of Company Securities that such Shareholder owns. Each Management Shareholder shall be required to (v) participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice, (w) to tender all its Company Securities as set forth below, (x) waive dissenter’s and/or appraisal rights (if any) with respect to the Drag-Along Sale, (y) vote or consent in favor of such transaction (to the extent a vote or consent is required) and (z) take any other necessary or appropriate action in furtherance of the foregoing. The price payable in such Transfer shall be the Drag-Along Sale Price. Not later than 10 days after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Management Shareholders shall deliver to the representative of the Drag-Along Seller designated in the Drag-Along Sale Notice the certificate and other applicable instruments representing the Company Securities of such Mangement Shareholder to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Drag-Along Seller or such representative to Transfer such Company Securities on the terms set forth in the Drag-Along Notice and otherwise on the terms and conditions applicable to the Drag-Along Seller or otherwise more advantageous to the Drag-Along Seller than set forth in the Drag-Along Notice and wire transfer instructions for payment of the cash portion of the consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.02(a) at the closing for such Drag-Along Sale against delivery to such Shareholder of the consideration therefor. If a Management Shareholder should fail to deliver such certificates to the Drag-Along Seller, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

Drag-Along Rights. (a) Subject At any time prior to Sections 4.04(ga Qualified Public Offering, in the event that (i) stockholders representing at least fifty percent (50%) of the voting power of the then outstanding shares (excluding those of the Holders and 4.05the Section 5 Holders), vote to approve any Sale Transaction (as defined below), or (ii) if after the fourth anniversary of the date hereof, the Investors holding a Shareholder majority of the Preference Stock, such majority to include Easton and Maverick, request that the Holders and the Section 5 Holders vote to approve any Sales Transaction, then at the request of Easton and Maverick, each Holder and Section 5 Holder (collectively the “Drag-Along SellerStockholders”) proposes will be required to Transfer (not including, however, any pledge, encumbrance or hypothecation1) any vote such Drag-Along Stockholders’ shares of capital stock in favor thereof, and otherwise consent to and raise no objection to such transaction, and waive any class of Shares dissenters’ rights, appraisal rights or similar rights that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person such Drag-Along Stockholder may have in connection with a reorganization or restructuring of the Company therewith, and (2) sell such Drag-Along Stockholder’s shares, and take all necessary and desirable actions as determined directed by the Board of Directors (the “Board”) so long as each Stockholder in of the Company maintains their proportionate economic and the Investors representing at least two-thirds of the voting interest power of the then outstanding shares of the Investors, in connection with the consummation of such Sale Transaction, including, to the extent applicable, granting consents to such Sale Transaction under other agreements between the Company and such Drag-Along Stockholders or voting the Stock of such Drag-Along Stockholders in favor of such Sale Transaction in votes (whether at a meeting of stockholders or by written consent) provided for under the Company’s charter documents, executing a purchase agreement and selling, exchanging or otherwise transferring all of the shares of the Company’s capital stock (or equivalent securitieswarrants or other rights to subscribe for or purchase capital stock) of the successor entity to the Company (the “held by such Drag-Along Transferee”) in a single transaction or in a series of related transactionsStockholders; provided, and (any such Transfer, a “however that no Drag-Along Sale”), the Stockholder shall be required hereunder to indemnify or otherwise accept liability to any person for damages in excess of amounts actually received by such Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that connection with any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableTransaction.

Drag-Along Rights. (a) Subject If, at any time, any of the Institutional Investors determines to Sections 4.04(gtransfer in a bona fide arm's length sale Common Stock and Common Stock Equivalents owned by such Institutional Investor to any person or persons who are not Affiliates of such Institutional Holder (the "Proposed Transferee") and 4.05such transfer would trigger the drag-along rights provided under Section 9.5 of the LLC Agreement and/or the provisions of the Stockholders Agreement, if a Shareholder such Institutional Investor(s) shall have the right (the “Drag-"Drag Along Seller”) proposes Right"), subject to Transfer (not includingapplicable law and compliance with any other restrictions applicable to such transfer, howeverto require the Stockholder to sell, any pledgepursuant to this Section 3.4, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Proposed Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as applicable to such Institutional Investor except as limited in Section 3.4(b), that same portion of the Common Stock, Shares, Option Shares and Common Stock Equivalents then held by the Stockholder as the other Company Stockholders subject to the drag-along rights set forth in Section 9.5 of the LLC Agreement and/or pursuant to the Stockholders Agreement are obligated to sell pursuant to such agreements (the "Drag-Along Securities); provided that the exercise or conversion price of any Common Stock Equivalents will be subtracted from any purchase price otherwise paid therefor. (b) To exercise a Drag Along Right, KAT L.P. shall cause the selling Institutional Investor(s) to give the Stockholder at least 15 days prior to the proposed transfer to the Proposed Transferee, a written notice (the "Drag Along Notice") containing (i) the name and address of the Proposed Transferee and (ii) the proposed purchase price, the terms of payment and other material terms and conditions of the Proposed Transferee's offer. The Stockholder shall thereafter be obligated to sell all the Drag-Along Seller; provided that any other Securities to the Proposed Transferee. The Stockholder that holds options shall agree to enter into a purchase agreement in form and substance approved by the exercise price per share Institutional Investor which may contain provisions requiring customary representations as to ownership of which is greater than the per share price at which the Common Shares are shares to be Transferred purchased and the absence of liens thereon and customary indemnification provisions, including indemnification from the Stockholder. (c) The Stockholder will not be required to the participate in a Drag-Along TransfereeRight pursuant to this Agreement if its express or contractual liability for representations, if required warranties and indemnities pursuant to the related transaction exceeds the proceeds received by the Drag-Along Seller Stockholder pursuant to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect theretothat transaction. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable.3.5

Drag-Along Rights. (a) Subject Prior to Sections 4.04(g) an IPO approved by the Manager in its sole and 4.05absolute discretion and required Governmental Authorities, if Z Capital desires to enter into a Shareholder transaction involving the transfer by the Members of fifty percent (50%) or more of the “Drag-Along Seller”) proposes outstanding Class A Units to Transfer (a Person that is not includingan affiliate of Z Capital, howeverthen, any pledgeat the request of Z Capital, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control the other Members shall (i) to any Third Party or Parties or (ii) to any Person vote in connection with a reorganization or restructuring favor of the Company as determined by sale (if such a vote is required) and agree to sell, on terms and conditions that are no less favorable than the Board of Directors (terms applicable to Z Capital and consistent with the terms set forth under “BoardLiability in Connection with Transfers”) so long as each Stockholder in , the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) same proportion of the successor entity to equity of Holdings held by it as the Company proportion of Z Capital’s equity of Holdings that is being sold in such sale (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”)) and (ii) take all other actions reasonably requested by Z Capital in furtherance of the transaction; provided, however, that (a) the consideration payable to the Members holding different classes of units of Holdings in connection with a Drag-Along Sale shall be determined based on the rights to distributions of such Members set forth under “Distributions Generally” above, and (b) Z Capital shall have the option to cancel and cash out all options to purchase Units at the difference between the price per Unit in the Drag-Along Seller may at its option require each other Stockholder Sale and the exercise price of such options (or for no value if such price per Unit is equal to Transfer or less than such exercise price). For the Drag-Along Portion avoidance of doubt, it shall not be required that Z Capital own 50% or more of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject outstanding Class A Units in order to and at the closing of the exercise its right to initiate a Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag. Tag-Along Portion of Shares held by each such other Stockholder, Rights If Z Capital desires to sell fifty percent (i50%) for the same consideration per share or unit more of the relevant class outstanding Class A Units to a Person that is not an affiliate of SharesZ Capital (taking into account all Class A Units transferred by Z Capital to a Person that is not an affiliate of Z Capital prior to such sale), (ii) Z Capital must offer the Management Members the right to sell Class A Units in cash, notes, and/or marketable securities, and (iii) otherwise such sale on the same terms and conditions as on a pro rata basis based on the Dragnumber of Class A Units held by each Management Member (a “Tag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred Sale”). The foregoing tag-along rights will terminate immediately prior to the Drag-Along Transferee, if required closing of an IPO approved by the Drag-Along Seller to exercise such options, may, Manager in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable.its sole and absolute discretion and required

Drag-Along Rights. If Stockholders of Parent (athe “Selling Stockholders”) Subject holding a Stockholder Majority (as defined below) propose to Sections 4.04(gsell all their shares of Parent Common Stock to any unaffiliated or unrelated person in an arm’s length transaction then the Selling Stockholders may elect to require (a “Drag-Along Right”) that Seller sell all of his shares of the Parent Common Stock in such sale transaction(s) for the same price per share as the Selling Stockholders (a “Drag-Along Transaction”). If the Selling Stockholders desire to exercise such Drag-Along Right, they shall give written notice to the Seller of the proposed Drag-Along Transaction giving rise to the Drag-Along Right at least twenty (20) days prior to the consummation thereof (a “Drag-Along Notice”). The Drag-Along Notice shall set forth the principal terms of such proposed transaction including the amount of Parent Common Stock to be sold by the Selling Stockholders, the price per shares to be paid, the name and 4.05address of the prospective buyer and any other material terms and conditions (in reasonable detail) pertaining to such proposed transfer, if a Shareholder including without limitation, the proposed closing date (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along SaleTerms”), . If the Selling Stockholders consummate the proposed transaction to which reference is made in the Drag-Along Notice, the Seller may at its option require each other Stockholder shall be bound and obligated to Transfer sell all of his Parent Common Stock in the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise proposed transaction on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options Selling Stockholders. If properly exercised, the exercise price per share of which Seller is greater than the per share price at which the Common Shares are hereby deemed to be Transferred have consented to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicabletransaction.

Drag-Along Rights. (a) Subject A. Except for Permitted Transfers, in the event that the Oaktree Entities determine to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) Sell to any Person in connection with (other than a reorganization or restructuring Permitted Transfer) a majority of the Company as determined by aggregate number of Oaktree Shares and the Board of Directors (Oaktree Co-Investor Shares, then, if the “Board”) Oaktree Entities so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transferelects, a (“Drag-Drag Along Sale”), the Drag-MTS Entities shall sell up to a number of Shares equal to the product of (i) the total number of Shares owned by the MTS Entities multiplied by (ii) a fraction, the numerator of which shall equal the number of Shares owned by the Oaktree Entities proposed to be sold and the denominator of which shall equal the aggregate number of Shares owned by the Oaktree Entities immediately prior to the Drag Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion Sale. The foregoing rights of the class of Shares (Oaktree Entities are referred to herein as the “Drag-Along Rights”.” If the Oaktree Entities exercises its Drag Along Rights, the MTS Entities (i) then shall receive the same consideration per share of Common Stock, shall be subject to the same terms and conditions of sale and shall otherwise be treated equally or, where appropriate, pro rata based upon the number of Shares held by such other each Stockholder; provided, however, that MTS and MTS Co-Investors shall share, based upon the number of Shares being sold by each Stockholder, (a) in any indemnity liabilities to the Proposed Purchaser in the Drag-Along Sale (other than representations as to unencumbered ownership of and (subject ability to and at transfer the closing Shares being sold of any other seller in the Drag-Along Sale, which shall be the sole responsibility of such other seller) and (b) in any escrow for the purpose of satisfying any such indemnity liabilities; provided that each Stockholder’s sharing obligation hereunder with respect to exercise such number of options indemnity or other liabilities shall be several and limited to the consideration received for Common the Shares held being sold by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for except with respect to fraud or willful misconduct by the same consideration per share or unit of the relevant class of Shares, Stockholder; and (ii) in cash, notes, and/or marketable securities, shall execute such documents and (iii) otherwise on the same terms and conditions take such actions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to may be Transferred to the Drag-Along Transferee, if reasonably required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableOaktree.

Drag-Along Rights. (a) Subject to Sections 4.04(g) Section 3.5(g), an Initiating Drag-Along Seller shall be entitled to give, or direct the Company to give and 4.05if so directed by the Initiating Drag-Along Seller the Company shall so promptly give, if written notice (a Shareholder (the “Drag-Along SellerSale Notice”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Management Stockholders that such Initiating Drag-Along Transferee”) in a single transaction Seller or in the Company has entered into one or a series of related transactionstransactions (including any merger or consolidation) involving the sale, transfer, exchange or conversion of a majority of the issued and outstanding shares of DTI Common Stock and other debt securities exercisable or exchangeable for, or convertible into DTI Common Stock, or any option, warrant or other right to acquire any DTI Common Stock or such debt securities of the Company to any Person (any other than the Company and its Subsidiaries, one or more Affiliates or Permitted Transferees of such Transfer, Initiating Drag-Along Seller) (a “Drag-Along Sale”), the and that such Initiating Drag-Along Seller may at its option require each other Stockholder to Transfer is requiring the Management Stockholders (all Management Stockholders participating in a Drag-Along Portion Sale pursuant to this Section 3.5, the “Dragged-Along Sellers”, together with the Initiating Drag-Along Seller and all other Persons (other than any Affiliates of the class of Shares (Initiating Drag-Along Seller) who otherwise are transferring, have a contractual obligation to transfer, or have exercised a contractual or other right to transfer, DTI Securities in connection with such Drag-Along Sale, the “Drag-Along RightsSellers”) then to participate, agree and take such actions reasonably necessary to sell in such Drag-Along Sale, on the same price, consideration, terms and conditions as the Initiating Drag-Along Seller and in the manner set forth in this Section 3.5, a number of Transferable Shares held by such other Stockholder, and Dragged-Along Seller determined by multiplying (subject to and A) the number of Transferable Shares held by such Dragged-Along Sellers at the closing time of the consummation of such Drag-Along Sale, by (B) a fraction, expressed as a percentage, the numerator of which is the number of DTI Securities to be transferred by the Initiating Drag-Along Seller and its Permitted Transferees in such Drag-Along Sale and the denominator of which is the total number of DTI Securities held at such time by the Initiating Drag-Along Seller and its Permitted Transferees (such fraction, the “Drag-Along Sale Percentage”). The Drag-Along Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) days prior to each of the consummation of such Drag-Along Sale and the delivery of a Drag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration to be received for such DTI Securities, (iii) the identity of the other Person(s) party to the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (iiv) for the same consideration per share or unit a detailed summary of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same all material terms and conditions as of the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transfereeproposed transfer, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If (v) the Drag-Along Sale is Percentage, (vi) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not consummated with respect to any Common Shares acquired upon exercise be less than fifteen (15) days after the delivery of such options, notice) and (vii) any action or actions required of the Dragged-Along Sellers in connection with the Drag-Along Sale. In the event that more than one MD Stockholder and/or more than one SLP Stockholder is the Initiating Drag-Along Seller, then all such transferring MD Stockholders and/or SLP Stockholders, as the case may be, shall be treated as the Initiating Drag-Along Seller, and the DTI Securities held and to be transferred by such MD Stockholders and/or SLP Stockholders, as the case may be, shall be aggregated as set forth in Section 7.15, including for purposes of calculating the applicable Drag-Along Sale Percentage. Notwithstanding anything in this Section 3.5 to the contrary, if the MD Stockholders and MSD Partners Stockholders are transferring some, but not all of their DTI Common Stock or vested in-the-money Company Stock Options in any Drag-Along Sale, each of the Management Stockholders shall be entitled to transfer the same proportion of Transferable Shares held by it as the proportion, in the aggregate, of the MD Stockholders’ and the MSD Partners Stockholders’ DTI Common Stock and vested in-the-money Company Stock Options (relative to the MD Stockholders’ and the MSD Partners Stockholders’ total number of such DTI Securities) that are being sold by the MD Stockholders and the MSD Partners Stockholders in such Drag-Along Sale (with each vested in the money Company Stock Option counting as a share of DTI Common Stock for purposes of the foregoing calculation). Notwithstanding anything herein to the contrary, for the avoidance of doubt, no DTI Securities that are subject to any vesting or similar condition may be transferred prior to such time as such DTI Securities have fully vested and become Transferable Shares; provided, that it is not consummatedunderstood that if such DTI Securities vest in connection with such Drag-Along Sale and would become Transferable Shares, such options Transferable Shares shall be deemed not required to have been exercised or canceled, as applicablebe transferred in connection therewith in accordance with this Section 3.5.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05Section 4.03, if a Shareholder at any time one or more Sponsors (collectively, the “Drag-Along Seller”) proposes propose to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares more than a majority of the Aggregate Ownership of all Sponsors of any class of Shares that results in Company Equity Securities held by the Sponsors on the date hereof (a Change of Control (i“Drag-Along Sale”) to any Third Party or Third Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each Investor other Stockholder to Transfer than the Drag-Along Portion of the class of Shares Seller (a “Drag-Along RightsInvestor”) to Transfer, and each Drag-Along Investor hereby agrees to Transfer, such percentage of each class of Company Equity Securities then held by such other Stockholder, and (subject Drag-Along Investor as is equal to and at the closing percentage of the all shares of Company Equity Securities held by such Drag-Along Seller that are proposed to be sold by such Drag-Along Seller in such Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on substantially the same terms and conditions as are applicable to the Drag-Along Seller; provided that any other Stockholder that holds options that, consistent with Section 4.03(f), the exercise price terms of such Drag-Along Sale may provide different per share consideration for different classes of Company Equity Securities. All Drag-Along Investors shall cooperate in, and shall take all actions that the Drag-Along Seller deems reasonably necessary or desirable to consummate the Drag-Along Sale, including, without limitation, (i) voting their respective Company Equity Securities (or executing and delivering any written consents in lieu thereof) in favor of the Drag-Along Sale and all actions deemed necessary or appropriate by the Drag-Along Seller in connection with the Drag-Along Sale, including voting to approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or a sale of all or substantially all of the assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (ii) to the extent permitted by applicable law, not exercising any dissenters’ or appraisal rights to which they may be entitled in connection with the Drag-Along Sale, and (iii) subject to Section 4.03(b), entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller. Each Drag-Along Investor hereby grants to the CCMP Representative, an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Drag-Along Investor’s Company Equity Securities in accordance with such Drag-Along Investor’s agreements in this Section 4.03 and a power of attorney to execute and deliver in the name and on behalf of such Drag-Along Investor all such agreements, instruments and other documentation (including any written consents of shareholders) as is greater than required to Transfer the per share price at which the Common Shares are to be Transferred Company Equity Securities held by such Drag-Along Investor to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable.

Drag-Along Rights. If any other Holder shall have elected to not sell any of his, her or its Tag-Along Securities, or shall have elected to sell a portion (abut not all) Subject of Tag-Along Securities that such other Holder has the right to Sections 4.04(gsell, in the applicable Craft Transaction, then the Craft Holder shall have the right, but not the obligation, to cause all (but not less than all) and 4.05, if a Shareholder such other Holders (the “Drag-Along SellerHolders”) proposes to Transfer sell (not includingi.e., however, any pledge, encumbrance or hypothecationa “drag along”) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring all of the Company as determined by the Board Tag-Along Securities of Directors such Drag-Along Holder (the “Board”) or a portion thereof, so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “such Drag-Along Transferee”Holders are reduced ratably) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as those offered to such Craft Holder, in which case each such Drag-Along Holder shall sell in such Craft Transaction the number of Tag-Along Securities required to be so sold by them by such Craft Holder. If the Craft Holder shall desire to “drag along” the Drag-Along Seller; provided that any other Stockholder that holds options Holders in such Craft Transaction, the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred Craft Holder shall send written notice thereof to the Drag-Along TransfereeHolders within seven (7) Business Days prior to the date of closing of the Craft Transaction, if which notice shall (i) state that each Drag-Along Holder is being required by such Craft Holder to sell Restricted Securities in such Craft Transaction and (ii) specify the number of Tag Along Securities that such Drag-Along Holder shall be required to sell to the Third Party Purchaser. At the closing of the Craft Transaction, the applicable Craft Holder and each other Drag-Along Holder shall sell the number of Restricted Securities to be sold by such Craft Holder and the Drag-Along Seller Holders in accordance with the provisions of paragraph (d) of this Section 2.06. With respect to exercise such options, may, any Craft Transaction in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the which a Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options Holder shall be deemed not required to have been exercised or canceled, as applicable.sell Restricted Securities by a Craft Holder:

Drag-Along Rights. (a) Subject For so long as Heartland is entitled to Sections 4.04(g) and 4.05the ----------------- right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, if a Shareholder in the event that one or more of the Heartland Entities (the “"Drag-Along Seller”Rightholders") proposes receive a bona fide offer from a Tag-Along Third ----------------------- Party Purchaser to Transfer purchase (not including, however, any pledge, encumbrance including a purchase by merger) all or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring substantially all of the Company as determined Shares held by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (Heartland Entities or equivalent securities) all or a substantial portion of the successor entity to Common Stock or consolidated assets of the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”)Company, the Drag-Along Rightholders may send written notice (the "Drag-Along Notice") to ----------------- the Company and the other Stockholders (the "Drag-Along Sellers") notifying them ------------------ they will be required to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller may at receiving such notice shall be obligated to (i) sell all of its option require each other Stockholder to Transfer Shares in the transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) Notice for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, Share and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per Rightholders (including payment of its pro rata share of which is greater than all costs associated with such transaction) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause the per share price at which the Common consummation of such transaction, including voting its Shares are to be Transferred to in favor of such transaction and not exercising any appraisal rights in connection therewith. The obligations of the Drag-Along TransfereeSellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, if required by the each Drag-Along Seller shall have the right to exercise such options, may, receive cash and/or other consideration in place the same form and amount per share of such exercise, submit consideration paid to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale Rightholders in such transaction or any other transaction related thereto (such as a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is not consummated given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to any Common Shares acquired upon exercise of such options, or the its applicable pro rata share; and (iii) no Drag-Along Sale is not consummated, such options Seller shall be deemed not obligated under the terms of any agreement respecting any transaction subject to have been exercised or canceled, as applicablethis Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) For so long as each Stockholder Heartland is entitled to the right to designate directors as set forth in Section 6.3, in the Company maintains their proportionate economic and voting interest in the capital stock (event that one or equivalent securities) more of the successor entity to the Company Heartland Entities (the “Drag"DRAG-Along Transferee”ALONG RIGHTHOLDERS") in receive a single transaction bona fide offer from a Third Party Purchaser to purchase (including a purchase by merger) all of the Shares held by the Investor Stockholders or in all or a series substantial portion of related transactions, and (any such Transfer, a “Drag-Along Sale”)the consolidated assets of the Company, the Drag-Along Rightholders may send written notice (the "DRAG-ALONG NOTICE") to the Company and the other Stockholders (the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller may at receiving such notice shall be obligated to (i) sell all of its option require each other Stockholder to Transfer Shares in the transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) Notice for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per Rightholders (including payment of its pro rata share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transfereeall costs associated with such transaction); if, if required by but only if, the Drag-Along Seller shall receive cash and/or other freely tradable consideration having a fair market value of at least $11 per Share, adjusted for stock splits, stock dividends, reclassifications and other recapitalizations and (ii) otherwise take all necessary action in its capacity as a stockholder to exercise such options, may, in place cause the consummation of such exercisetransaction, submit to irrevocable cancellation thereof without including voting its Shares in favor of such transaction and not exercising any liability for payment appraisal rights in connection therewith. The obligations of any exercise price with respect thereto. If the Drag-Along Sale Sellers in respect of a Transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of the Transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration having a fair market value of at least $11 per Share (adjusted for stock splits, stock dividends, reclassifications and recapitalizations) in the same form and amount per share of consideration paid to Drag-Along Rightholders in such transaction or any other transaction related thereto (such as a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is not consummated given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to any Common Shares acquired upon exercise of such options, or the its applicable Pro Rata Share; and (iii) no Drag-Along Sale is not consummated, such options Seller shall be deemed not obligated under the terms of any agreement respecting any transaction subject to have been exercised or canceled, as applicablethis Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction.

Drag-Along Rights. (a) Subject to Sections 4.04(g) Section 3.5(h), an Initiating Drag-Along Seller shall be entitled to give, or direct the Company to give and 4.05if so directed by the Initiating Drag-Along Seller the Company shall so promptly give, if written notice (a Shareholder (the “Drag-Along SellerSale Notice”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “New Class C Stockholders that such Initiating Drag-Along Transferee”) in Seller or the Company has entered into a single transaction or in a series of related transactions, and Qualified Sale Transaction (any such Transfer, a “Drag-Along Sale”), and that such Initiating Drag-Along Seller is requiring the New Class C Stockholders (all New Class C Stockholders participating in a Drag-Along Sale pursuant to this Section 3.5, the “Dragged-Along Sellers,” together with the Initiating Drag-Along Seller and all other Persons (other than any Affiliates of the Initiating Drag-Along Seller) who otherwise are transferring, have a contractual obligation to transfer, or have exercised a contractual or other right to transfer, DTI Securities in connection with such Drag-Along Sale, the “Drag-Along Sellers”) to participate, agree and take such actions reasonably necessary to sell in such Drag-Along Sale, on the same price per share equivalent of DTI Common Stock (notwithstanding clause (3) of the definition of “Qualified Sale Transaction,” to the extent applicable), consideration, terms and conditions as the Initiating Drag-Along Seller and in the manner set forth in this Section 3.5, a number of DTI Securities held by such Dragged-Along Sellers determined by multiplying (A) the number of DTI Securities held by such Dragged-Along Sellers at the time the Drag-Along Sale Notice for such Drag-Along Sale is given, by (B) a fraction, expressed as a percentage, the numerator of which is the number of DTI Securities to be transferred by the Initiating Drag-Along Seller may and its Permitted Transferees in such Drag-Along Sale and the denominator of which is the total number of DTI Securities held at such time by the Initiating Drag-Along Seller and its option require each other Stockholder Permitted Transferees (such fraction, the “Drag-Along Sale Percentage”), subject to Transfer adjustment pursuant to the Drag-Along Portion of the class of Shares (“Sale Priority as contemplated in Section 3.5(c). The Drag-Along Rights”Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) then held by days prior to each of the consummation of such Drag-Along Sale and the delivery of a Drag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration to be received for such DTI Securities including any Additional Consideration, (iii) the identity of the other Stockholder, and (subject Person(s) party to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (iiv) for the same consideration per share or unit a detailed summary of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same all material terms and conditions as of the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transfereeproposed transfer, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If (v) the Drag-Along Sale is Percentage, (vi) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not consummated with respect to any Common Shares acquired upon exercise be less than fifteen (15) days after the delivery of such optionsnotice) and (vii) any action or actions required of the Dragged-Along Sellers in connection with the Drag-Along Sale. In the event that any MD Related Party directly or indirectly receives any Additional Consideration in connection with any Drag-Along Sale, the value of such Additional Consideration (as reasonably determined by the Board, subject to the consent of the SLP Stockholders, not to be unreasonably withheld, conditioned or delayed) shall be deemed to have been part of the consideration paid or payable to the MD Stockholders in respect of their DTI Securities in such Drag-Along Sale transaction and shall be reflected in the amount offered by the proposed transferee set forth in the applicable Drag-Along Sale Notice. In the event that more than one MD Stockholder and/ or more than one SLP Stockholder is the Initiating Drag-Along Seller, then all such transferring MD Stockholders and/or SLP Stockholders, as the case may be, shall be treated as the Initiating Drag-Along Seller, and the DTI Securities held and to be transferred by such MD Stockholders and/or SLP Stockholders, as the case may be, shall be aggregated as set forth in Section 6.16, including for purposes of calculating the applicable Drag-Along Sale Percentage; provided, that if the group of stockholders treated as the Initiating Drag-Along Seller pursuant to this sentence includes any SLP Stockholders, then the Drag-Along Sale is not consummated, such options Percentage applicable to the New Class C Stockholders shall be deemed calculated as if the SLP Stockholders are the only stockholders treated as the Initiating Drag-Along Seller. Notwithstanding anything in this Section 3.5 to the contrary, but subject to Section 3.5(c), if the MD Stockholders and the MSD Partners Stockholders are transferring some, but not all of their DTI Common Stock or vested in-the-money Company Stock Options in any Drag-Along Sale, each of the New Class C Stockholders shall be entitled to have been exercised or canceledtransfer the same proportion of the DTI Securities it holds as the proportion, in the aggregate, of the MD Stockholders’ and the MSD Partners Stockholders’ DTI Common Stock and vested in-the-money Company Stock Options being sold by the MD Stockholders and the MSD Partners Stockholders in such Drag-Along Sale, relative to the total number of all such DTI Securities held by the MD Stockholders and the MSD Partners Stockholders (with each vested in-the-money Company Stock Option counting as applicablea share of DTI Common Stock for purposes of the foregoing calculation).

Drag-Along Rights. (a) Subject Prior to Sections 4.04(ga Liquidity Transaction, in the event that a SAFE Sale or GL Business Sale is consummated or one or more definitive transaction agreements are entered into providing for a SAFE Sale or GL Business Sale, in each case, on Arms-Lengths Terms and not with an Affiliate of SAFE, then SAFE may, in its sole discretion, notify each other Member (each, a “Drag-Along Member”) in writing that SAFE (or a designee) will acquire all (and 4.05, if a Shareholder not less than all) of such Member’s Units (the “Drag-Along SellerTransaction”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control ). If SAFE delivers such notice: (i) to the extent any Third Party vote or Parties consent to such Drag-Along Transaction is required, each Drag-Along Member shall consent or vote for such Drag- Along Transaction and shall waive any claims related thereto, including any dissenter’s rights, appraisal rights or similar rights which such Drag-Along Member may have in connection therewith, (ii) no Drag- Along Member shall raise any objections to the proposed Drag-Along Transaction, (iii) each Drag- Along Member shall agree to sell all of its Units on the terms and conditions as set forth in such notice, subject to any rollover by Company Personnel of their Units as may be requested by the Transferee, (iv) each Drag-Along Member shall execute all documents reasonably required to effectuate such Drag-Along Transaction, as determined by SAFE (including consenting to amendments to this Agreement), (v) each Drag-Along Member shall be obligated to provide the same covenants, agreements, indemnities (on a pro rata basis in accordance with their Drag-Along Pro Rata Share, provided that no indemnification obligation of any Drag-Along Member shall exceed the consideration received by such Drag-Along Member for the sale of its Units in such Drag-Along Transaction), (vi) no Drag- Along Member shall be required to make any representation or warranty other than customary representations and warranties with respect to (A) such Drag-Along Member’s existence and power and authority to consummate the Drag-Along Transaction, (B) such Drag-Along Member’s ownership of its respective Units and ability to freely convey such Units without liens or encumbrances (other than by reason of this Agreement), (C) non-contravention of such Drag-Along Member’s charter, bylaws or other organizational documents and non-contravention of laws and/or judgments by such Drag- Along Member, (D) the enforceable nature of such Drag-Along Member’s obligations under the documents for the Drag-Along Transaction to which it is a party, subject to customary exceptions and (E) that such Drag-Along Member has not retained any Person that would be entitled to any broker’s or finder’s fees in connection with a reorganization the Drag-Along Transaction, (vii) no Drag-Along Member should be liable for any representation, warranty, covenant or restructuring of the Company agreement made by another Drag-Along Member and (viii) each Drag-Along Member shall take all other actions reasonably necessary or desirable, as determined by the Board Board, to cause the consummation of Directors (such Drag-Along Transaction on the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (terms proposed by SAFE. No Drag-Along Member shall be required to agree to any non-competition, non- solicitation or equivalent securities) of the successor entity to the Company (the similar restrictive covenant. As used herein, “Drag-Along Transferee”Pro Rata Share” of a Drag- Along Member means the number of Units derived by dividing (x) in a single transaction or in a series the total number of related transactions, and (any Units then held by such Transfer, a “Drag-Along Sale”)Member, by (y) the total number of Units to be sold by all Drag-Along Members in the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableTransaction.

Drag-Along Rights. If at any time prior to an Initial Public Offering, a Significant Stockholder Group with drag-along rights (any such Person or group of such Persons for purposes of this Section 2.5, the "Transferor") wishes to transfer all of the shares of Common Stock owned by it and its Affiliates (PROVIDED that such shares of Common Stock constitute more than 50% of all shares of Common Stock on a Fully Diluted Basis (as defined in the Warrants) at such time) in a bona fide sale to any Person (the "Proposed Transferee") pursuant to which the consideration to be paid by the Proposed Transferee consists solely of cash and freely tradeable securities with an active public market and the Transferor and its Affiliates will not receive, in connection with the transactions contemplated at the time of such transfer, any other securities or options to acquire securities of Avatech, then the Transferor shall have the right (the "Drag-Along Right") to require each Warrant Securityholder to sell to the Proposed Transferee for the same per share consideration received by the Transferor all of the Conversion Shares and Warrants (calculated, in the case of any Warrants, on the number of Conversion Shares for which such Warrant is exercisable at such time) held by such Warrant Securityholder; PROVIDED that (a) Subject such price per share is not less than the Fair Market Value (as defined in the Warrants) of Avatech per share of outstanding Common Stock on a Fully Diluted Basis and (b) each Warrant Securityholder shall not be obligated to Sections 4.04(g) and 4.05make any representation or warranty, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, or incur any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person liability in connection with a reorganization or restructuring any such transfer, other than as to its ownership of the Company as determined Conversion Shares or Warrants being transferred by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), it. To exercise the Drag-Along Seller may at its option require Right, the Transferor shall first give to Avatech and each other Stockholder Warrant Securityholder (pursuant to Transfer the a list provided by Avatech) a written notice (a "Drag-Along Portion Notice") executed by the Transferor and the Proposed Transferee and containing (a) the number of shares of Common Stock that the Proposed Transferee proposes to acquire from the Transferor and its Affiliates, and certifying that such shares constitute all of the class shares of Shares Common Stock owned by the Transferor and its Affiliates and more than 50% of the shares of Common Stock on a Fully Diluted Basis at such time, (“Drag-Along Rights”b) then held the name and address of the Proposed Transferee, (c) the proposed purchase price (certifying that such price per share is not less than the Fair Market Value of outstanding Common Stock on a Fully Diluted Basis), terms of payment and other material terms and conditions of the Proposal Transferee's offer, (d) a statement by such other Stockholder, and the Proposed Transferee that the Proposed Transferee (subject to and at the closing i) has been informed of the Drag-Along SaleRight provided for in this Section 2.5 and (ii) has agreed to purchase the Conversion Shares in accordance with the terms of this Section 2.5 and (e) the aggregate number of Conversion Shares or Warrants owned by each Warrant Securityholder with respect to which the Transferor wishes to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant its Drag-Along Portion Right pursuant to this Section 2.5. Each Warrant Securityholder shall thereafter be obligated to sell to the Proposed Transferee the Warrants and Conversion Shares subject to such Drag-Along Notice, PROVIDED that the sale to the Proposed Transferee is consummated within 60 days of Shares held by each such other Stockholder, (i) for the same consideration per share or unit delivery of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options Notice. If the exercise price per share of which sale is greater than the per share price at which the Common not consummated within such 60-day period, then each affected Warrant Securityholder may sell, but shall no longer be obligated to sell, such Warrant Securityholder's Warrants or Conversion Shares are pursuant to be Transferred to the such Drag-Along Transferee, if required by Notice. The provisions of this Section 2.5 shall not apply to transfers between the Drag-Along Seller to exercise such options, may, in place Transferor and any of such exercise, submit to irrevocable cancellation thereof without its Affiliates or between any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableits Affiliates.

Drag-Along Rights. (a1) Subject to Sections 4.04(g) and 4.05first complying with its obligations pursuant to Section 3.04(c), if Pattern together with any of its Permitted Transferees (to whom a Shareholder Membership Interest has been transferred) (collectively, a “Pattern Seller”) desires to effect a bona fide Transfer of all (but not less than all) of its direct and indirect ownership interests in Holdings, whether in one transaction or a series of related transactions (the “Drag-Along Seller”) proposes to Transfer (not including, howeverDrag Sale Interests” and, any pledge, encumbrance such transactions or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, a “Drag Along Sale”) to any Third Party, other than a Permitted Transferee, for cash then the Pattern Seller shall (in its sole discretion) be permitted to deliver written notice to the Investor and its Permitted Transferees (any such Transferto whom a Membership Interest has been transferred) (collectively, a “Drag-PSP Seller”) of such Drag Along SaleSale no later than fourteen (14) calendar days prior to the anticipated date of consummation of such Drag Along Sale (the “Drag Along Notice”), the Drag-. Such Drag Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, Notice shall (i) for identify the same consideration purchaser, the purchase price per share or the unit of the relevant class membership interests in Holdings and a summary of Shares, the other material terms and conditions of the proposed Drag Along Sale and (ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller, as applicable, in cashconnection with the Drag Along Sale. Following receipt of the Drag Along Notice, notes, and/or marketable securitiesthe PSP Seller shall be obligated to sell to the purchaser all of the PSP Seller’s Membership Interest in the Company at the purchase price equal to the purchase price per unit of the membership interests in Holdings multiplied by (x) the number of units of membership interest in Holdings owned by the Company and (y) PSP Seller’s Pro Rata Share, and (iii) otherwise on the same terms therefor and subject to the same conditions thereto, as the Drag-Along Pattern Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable.

Drag-Along Rights. (a) Subject If, at any time prior to Sections 4.04(g) and 4.05an IPO, if a Shareholder any of the Crestview Stockholders (the “Drag-Along SellerRightholders”) proposes to Transfer transfer to one or more Persons other than any Crestview Excluded Transferee (not includingwhether pursuant to a stock purchase, however, any pledge, encumbrance merger or hypothecationotherwise) any shares more than fifty percent (50%) of any class the Common Shares outstanding as of Shares that results in a Change the date thereof or all or substantially all of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring the assets of the Company as determined by the Board of Directors and its Subsidiaries (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option Rightholders shall have the right, but (subject to Section 4.1) not the obligation, to require each other Stockholder to Transfer the Drag-Along Portion all but not less than all of the class of Shares other Stockholders (the “Drag-Along RightsSellers”) then held by ), pursuant to a written notice delivered to such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer Sellers (the relevant “Drag-Along Portion Notice”), to transfer (or, in the case of Shares held by each such other Stockholderany asset sale or merger, (i) for the same consideration per share or unit of the relevant class of Sharesto vote, (ii) as further provided in cashSection 4.3(a)), notes, and/or marketable securities, and (iii) otherwise on upon the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to Rightholders as set forth in the Drag-Along TransfereeNotice, if required a number of Common Shares held by such Drag-Along Sellers such that (i) the quotient obtained by dividing (A) the number of Common Shares to be sold by such Drag-Along Rightholders in such Drag-Along Sale by (B) the number of Common Shares owned by such Drag-Along Rightholders as of the time of the Drag-Along Sale is equal to (ii) the quotient obtained by dividing (A) the number of Common Shares to be sold by the Drag-Along Seller to exercise in such options, may, in place Drag-Along Sale by (B) the number of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If Common Shares owned by the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise Seller as of such options, or the time of the Drag-Along Sale is not consummatedSale. The Drag-Along Notice shall include a copy of such offer and shall set forth: (i) the name, address and phone number of the proposed purchaser; (ii) the proposed form of consideration and terms and conditions of payment offered by such options shall purchaser; (iii) the aggregate number of Common Shares that such Drag-Along Rightholder proposes to sell to such purchaser; and (iv) the aggregate purchase price and the per share purchase price to be deemed not to have been exercised paid by such purchaser (or canceled, as applicablea reasonable estimate of the maximum and minimum aggregate purchase price and maximum and minimum per share purchase price).

Drag-Along Rights. (a) Subject If, following the end of the Lock-Up Period, Mars Snacking proposes to Sections 4.04(gTransfer, in one or a series of related bona fide transactions (including pursuant to a merger, consolidation, share exchange, business combination, or other similar transaction) and 4.05Shares to any other Person that is not an Affiliate of Mars Snacking or to a Person in connection with any reorganization, if a Shareholder restructuring or other corporate (or similar) action required to facilitate an Exit (the “Drag-Along SellerPurchaser”) proposes to Transfer (not including), howeversuch that following the consummation of such Transfer, any pledge, encumbrance such Person will directly or hypothecation) any shares indirectly hold a majority of any class of the outstanding Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Drag- Along Sale”), then Mars Snacking shall have the right to require each Rollover Shareholder (each, a “Dragged Shareholder”) to Transfer to the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other StockholderPurchaser, and (subject to and at the closing sole discretion of the Drag-Along Sale) to exercise such number Mars Snacking, all of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of its Rollover Shares, (ii) in casheach case, notes, and/or marketable securities, and (iii) otherwise on substantially the same terms and conditions as those received by Mars Snacking and, if a vote or consent of Shareholders is required or sought in connection with the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are Sale, to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, vote (or provide consent in place respect of) all of such exercise, submit to irrevocable cancellation thereof without any liability for payment Dragged Shareholder’s Rollover Shares in favor of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect as provided in Section 3.4(b) and take any related actions reasonably requested by Mars Snacking to any Common Shares acquired upon exercise of consummate such optionsDrag-Along Sale; provided, or that where the consideration in the Drag-Along Sale consists of or includes securities, if the issuance of such securities to a Dragged Shareholder would require either a registration statement under the Securities Act, or preparation of a disclosure statement pursuant to Regulation D (or any successor regulation) under the Securities Act or a similar provision of any state securities law or similar Law, and such registration statement or disclosure statement is not consummatedotherwise being prepared in connection with the Drag-Along Sale, then, at the option of Mars Snacking, such options Dragged Shareholder shall be deemed not entitled to have been exercised or canceledreceive, as applicable.in lieu of such securities, an amount equal to the Fair Market Value of such securities in cash. The provisions of this Section

Drag-Along Rights. (a) Subject If the Selling Shareholder is ANI and ANI intends to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any dispose of shares of any class Common Stock constituting not less than 50% of Shares that results the outstanding Common Stock in a Change Transfer to which Section 3.01 applies to a bona fide third party transferee that is not an Affiliate of Control ANI, and (i) the Put Option (as defined below) is not and has not previously been exercised prior to any Third Party or Parties or the date on which such Class A Shareholder receives a First Right of Purchase Notice in accordance with Section 3.02, (ii) to any Person the First Purchase Option has not been exercised in connection with a reorganization or restructuring respect of the Company as determined such First Right of Purchase Notice and (iii) no stay provided for by the Board last sentence of Directors Section 3.01 is in effect, then ANI shall have the option to require each Class A Shareholder that does not exercise Tag-Along Rights set forth in Section 3.07 with respect to all of its shares of Common Stock (a “Draggable Shareholder”) to Transfer all of its shares of Common Stock to the proposed transferee specified in such First Right of Purchase Notice on the same terms and conditions described therein (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then in connection with the proposed Transfer by ANI of its shares of Common Stock to such transferee. In connection with such Transfer, no Draggable Shareholder (x) shall be required to give any representations or warranties or indemnities other than with respect to itself, its title to the Common Stock and the transfer of such title to the transferee free and clear of all security interests, encumbrances, claims, liens or charges of any kind, other than those created by or through Buyer or its affiliates (“Liens”) (this sentence not being intended to limit a Draggable Shareholder’s responsibility for any Purchase Price adjustment or its participation in escrow arrangements), (y) be required to Transfer a greater percentage of the Common Stock held by it than the lowest percentage of Common Stock held that is Transferred by ANI and any other Draggable Shareholder (assuming that all of the Draggable Shareholders comply with their obligations under this Section 3.06) or (z) be required to Transfer any of its shares of Common Stock pursuant to ANI’s exercise of such other Stockholder, and Drag-Along Right later than six (subject to and at the closing 6) months after delivery of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if Notice required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableSection 3.06(b).

Drag-Along Rights. (a) Subject If Investor, either alone or with any other Person, determines to Sections 4.04(gaccept an offer from any Person (other than a Person that is an Affiliate of Investor) to purchase any Purchased Shares and 4.05as a result of such purchase (and the sale of Holder Shares to such Person as provided in this Section 7) the offeror will have the ability to elect a majority of the members of the Board, if a Shareholder then, at the request of Investor, each Holder shall sell all shares of Common Stock held by such Holder pursuant to such offer to purchase (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “"Drag-Along Sale”"), the . All Holders of shares of Common Stock in such Drag-Along Seller Sale (i) shall receive the same consideration per share of Common Stock, shall be subject to the same terms and conditions of sale and shall otherwise be treated equally or, where appropriate, pro rata based upon the number of shares of Common Stock, as the case may at its option require be, held by each other Stockholder to Transfer the Holder, and (ii) shall execute such documents and take such actions as may be reasonably required by Investor. For purposes of Drag-Along Portion Sales, the number of shares owned by each Holder shall include all shares underlying any options, warrants and/or any other securities exercisable, convertible or exchangeable for Common Stock (the class of Shares (“Drag-Along Rights”) then held "Convertible Securities"), which Convertible Securities will be exercised by such other Stockholder, and (subject the Holder thereof immediately prior to and at the closing contingent upon consummation of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order ; provided, however, that a sufficient number of Common Shares are available to Transfer at the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit option of the relevant class holder of Shares, any Convertible Securities it may sell rather than exercise the Convertible Securities (iix) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise at a reduced price per share of which is greater than the per share price at which the Common Shares are Stock equivalent that takes into account any amount payable by such holder to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of effect such exercise, submit to irrevocable cancellation thereof without and (y) at an increased price per share of Common Stock equivalent that takes into account any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired amount receivable by such holder upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableexercise.

Drag-Along Rights. (a) Subject to Sections 4.04(g) If the holders of at least a majority of the Series A Preferred then issued and 4.05, if a Shareholder outstanding (the “Drag-Drag Along SellerInvestors”) proposes desire to Transfer (not including, however, any pledge, encumbrance or hypothecation) any sell their shares of Preferred Stock (or the shares of Common Stock into which such shares of Preferred Stock have been converted) pursuant to a Bona Fide Sale approved by the Board where all Stockholders will receive the same form and rate of consideration after giving effect to any class applicable liquidation or other preferences set forth in the Certificate of Shares Incorporation of the Company, then the Drag Along Investors shall furnish a written notice to each of the other Stockholders (the “Drag Along Notice”), which notice shall set forth, in reasonable detail, the principal terms of the Bona Fide Sale. Each Stockholder hereby agrees that results in if the Drag Along Investors desire to consummate a Change of Control sale pursuant to a Bona Fide Sale and (i) the Bona Fide Sale involves the sale of at least a majority of the issued and outstanding shares of capital stock of the Company, each Stockholder shall be required to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring sell the same percentage of the shares of capital stock of the Company held by him or it as determined proposed to be sold by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity Drag Along Investors pursuant to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise Bona Fide Sale on the same terms and conditions as set forth in the DragBona Fide Sale; or (ii) the Bona Fide Sale involves the merger, recapitalization, consolidation or sale or exclusive license of all or substantially all of the assets of the Company, each Stockholder hereby agrees to vote all of the shares of capital stock of the Company held by him or it in favor of, and to consent to, such Bona Fide Sale. Notwithstanding the foregoing, no Investor or Stockholder shall be required as part of a Bona Fide Sale to become subject to a hold-Along Seller; provided that any other back, indemnity or similar provision which involves (x) joint and several liability or (y) possible recourse in excess of the shares of capital stock of the Company held by such Investor or Stockholder that holds options or the exercise price per share of which is greater than the per share price at which the Common Shares are proceeds received or to be Transferred to the Drag-Along Transfereereceived by such Investor or Stockholder in such Bona Fide Sale. For purposes of this Section 3.6, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable.“

Drag-Along Rights. If a Proposed Transferee (awhich is neither a Stockholder or an Affiliate of a Stockholder) Subject agrees to Sections 4.04(g) and 4.05purchase, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactionsbona fide arm’s length transaction, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available from one or more Selling Stockholders sufficient to Transfer cause a Change in Control, and the relevant DragNon-Along Portion selling Stockholders and the Company do not exercise their right to purchase the Offered Shares under Section 1.1, the Selling Stockholders or any of Shares held by each such other Stockholder, (i) for them shall have the right to compel the Non-selling Stockholders to participate in the sale to the Proposed Transferee at the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, time and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred offered to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect theretoSelling Stockholders. If the DragSelling Stockholders exercise the rights provided by this Section, the Selling Stockholders shall provide written notice to the Non-Along Sale selling Stockholders at least 15 days prior to the consummation of the sale, setting forth (i) the name and address of the Proposed Transferee and the number of Shares proposed to be transferred; and (ii) the proposed amount of consideration and terms and conditions of payment offered by such Proposed Transferee (if the proposed consideration is not consummated with respect cash, the notice shall describe the terms of the proposed consideration); and each of the Non-selling Stockholders shall be required to any Common sell a number of Shares acquired upon exercise to the Proposed Transferee equal to (x) the total number of Shares owned by such optionsNon-selling Stockholder, multiplied by (y) the percentage represented by the ratio of the number of Shares being sold by the Selling Stockholders to the total number of Shares owned by the Selling Stockholders, all on an as converted basis. Notwithstanding the foregoing, a Stockholder need not ·participate in such sale if the Stockholder is required to provide joint and several indemnification to the Proposed Transferee, or is required to indemnify the Drag-Along Sale is not consummatedProposed Transferee for damages in an amount equal to more than the Stockholder’s pro rata share of damages based on the percentage of the Company’s outstanding shares of common stock on a fully diluted basis, which are owned by such options shall be deemed not to have been exercised or canceled, as applicableStockholder.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05first complying with its obligations under the heading “Right of First Offer”, at any time, if PEGI and/or any of its Permitted Transferees (together, a Shareholder “Pattern Seller”) desires to effect a bona fide transfer of all (but not less than all) of its direct and indirect ownership interests in a Subject Project Company whether in one transaction or a series of related transactions (the “Drag-Along Seller”) proposes to Transfer (not including, howeverDrag Sale Interests” and, any pledge, encumbrance such transactions or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Drag Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise any Person who deals at arm’s length with such number Pattern Seller, other than a Permitted Transferee, for cash then the Pattern Seller shall (in its sole discretion) be permitted to deliver written notice to PSP or its Permitted Transferees of options for Common Shares held by such other Stockholder as is required in order that a sufficient number Drag Along Sale no later than fourteen (14) calendar days prior to the anticipated date of Common Shares are available to Transfer consummation of such Drag Along Sale (the relevant Drag-“Drag Along Portion of Shares held by each such other Stockholder, Notice”). Such Drag Along Notice shall (i) for identify the same consideration purchaser, the purchase price per share or unit security therefor and a summary of the relevant class other material terms and conditions of Shares, the proposed Drag Along Sale and (ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller, as applicable, in cashconnection with the Drag Along Sale. Following receipt of the Drag Along Notice, notes, and/or marketable securitiesPSP shall be obligated to sell to the purchaser all of PSP’s direct and indirect ownership interest in the applicable Subject Project Company at the same purchase price per security, and (iii) otherwise on the same terms therefor and subject to the same conditions thereto, as the Drag-Pattern Seller. Neither the Pattern Seller nor any Controlled Affiliate thereof shall have entered into any collateral agreement, commitment or understanding with the purchaser or its affiliates that has or would have the effect of providing to the Pattern Seller or any such Controlled Affiliate consideration of greater value than the consideration offered pursuant to the Drag Along SellerSale; provided that such restriction shall not apply to any other Stockholder commercial agreement in effect at the time of such transaction (including, for the avoidance of doubt, the MOMA and PAA) that holds options was entered into in accordance with the exercise price per share of which is greater than the per share price at which the Common Shares are PSP Consent Rights. PSP shall not be required to be Transferred make any representations or warranties with respect to the Drag-Drag Along TransfereeSale other than customary fundamental representations and warranties as to ownership, if required by title and due authorization and PSP shall be solely responsible for the Drag-Along Seller to exercise such options, may, in place accuracy of such exercise, submit to irrevocable cancellation thereof without representations and warranties (and shall not have any liability for payment any such fundamental representations and warranties of PEGI). Notwithstanding the foregoing, PSP shall only be responsible for any exercise price indemnification obligations, escrow amounts and holdback amounts in connection with the Drag Along Sale (including with respect theretoto any representations and warranties made by PEGI (other than the fundamental representations and warranties referred to above)) on a several and proportionate (and not joint and several basis) in accordance with its ownership interests in the Subject Project Company relative to the Pattern Seller. If PSP shall not be required to enter into or be bound by any non-compete or similar restrictive covenants in connection with any Drag Along Sale. PSP and its Permitted Transferees shall be obligated to, and hereby do, waive any dissenters’ rights, appraisal rights or similar rights in connection with any Drag Along Sale. If, substantially concurrently with the closing of a Drag-Along Sale is not consummated with respect the purchaser in such transaction terminates or agrees to terminate the MOMA and/or PAA, PEGI will waive any Common Shares acquired upon exercise of such options, termination fees payable under the terminated MOMA or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceledPAA, as applicable.

Drag-Along Rights. (a) Subject If the Selling Shareholder is ANI and ANI intends to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any dispose of shares of any class Common Stock constituting not less than 50% of Shares that results the outstanding Common Stock in a Change Transfer to which Section 3.01 applies to a bona fide third party transferee that is not an Affiliate of Control ANI, and (i) to any Third Party or Parties or the Put Option (iias defined below) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic is not and voting interest in the capital stock (or equivalent securities) of the successor entity has not previously been exercised prior to the Company (the “Drag-Along Transferee”) date on which such Class A Shareholder receives a First Right of Purchase Notice in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Sharesaccordance with Section 3.02, (ii) the First Purchase Option has not been exercised in cash, notes, and/or marketable securities, respect of such First Right of Purchase Notice and (iii) otherwise no stay provided for by the last sentence of Section 3.01 is in effect, then ANI shall have the option to require each Class A Shareholder that does not exercise Tag-Along Rights set forth in Section 3.07 with respect to all of its shares of Common Stock (a "DRAGGABLE SHAREHOLDER") to Transfer all of its shares of Common Stock to the proposed transferee specified in such First Right of Purchase Notice on the same terms and conditions as described therein (the "DRAG-ALONG RIGHTS") in connection with the proposed Transfer by ANI of its shares of Common Stock to such transferee. In connection with such Transfer, no Draggable Shareholder (x) shall be required to give any representations or warranties or indemnities other than with respect to itself, its title to the Common Stock and the transfer of such title to the transferee free and clear of all security interests, encumbrances, claims, liens or charges of any kind, other than those created by or through Buyer or its affiliates ("LIENS") (this sentence not being intended to limit a Draggable Shareholder's responsibility for any Purchase Price adjustment or its participation in escrow arrangements), (y) be required to Transfer a greater percentage of the Common Stock held by it than the lowest percentage of Common Stock held that is Transferred by ANI and any other Draggable Shareholder (assuming that all of the Draggable Shareholders comply with their obligations under this Section 3.06) or (z) be required to Transfer any of its shares of Common Stock pursuant to ANI's exercise of such Drag-Along Right later than six (6) months after delivery of the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if Notice required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableSection 3.06(b).

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05, if In the event a Shareholder Triarc Affiliated Party (the “"DRAG-ALONG RIGHTHOLDER") desires to Transfer to a Third Party Purchaser, all or a portion of its Membership Interests (including pursuant to a merger, consolidation or business combination or a sale of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole), in a transaction that would result in a Third Party Purchaser having at least 80% of the Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity Rightholder's Membership Interests after giving effect to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”)transaction, the Drag-Along Seller Rightholder may at its option require send written notice (the "DRAG-ALONG NOTICE") to the Company and the Members other than the Triarc Affiliated Parties (each other Stockholder a "DRAG-ALONG SELLER") notifying them they will be required to Transfer the same percentage of their Membership Interests held by the Drag-Along Portion Sellers as is equal to the percentage of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing Membership Interests of the Drag-Along SaleSeller being Transferred to the Third Party Purchaser (the "DRAG-ALONG MEMBERSHIP INTERESTS") to exercise (or, in the case of a merger, consolidation, business combination or an asset sale, vote in favor of such number sale). Upon receipt of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion Notice, each Drag-Along Seller receiving such notice shall be obligated to (a) Transfer all of Shares held by each its Drag-Along Membership Interests in such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise transaction on the same terms and conditions (other than price, to the extent provided below) as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per Sellers (including payment of its PRO RATA share of which is greater than all reasonable costs associated with such transaction, to the per share price at which extent such costs are incurred for the Common Shares are to be Transferred to benefit of the Drag-Along TransfereeRightholder and the Drag-Along Seller participating in the Transfer) and (b) otherwise take all necessary action under this Agreement to cause the consummation of such transaction, if required including voting its Membership Interests in favor of such transaction and not exercising any appraisal rights in connection therewith. If a Transfer of Membership Interests by the Drag-Along Seller to exercise such options, may, in place Rightholder and the participating Drag-Along Sellers is not completed during the 120-day period immediately following the date of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such optionsNotice, or the Drag-Along Sale is not consummated, Rightholder must deliver new Drag-Along Notices in accordance with this Section 9.8. Each Drag-Along Seller further agrees to execute and deliver such options definitive documentation and take such other actions in connection with such Transfer as shall be deemed not reasonably requested by the Third Party Purchaser and that are being executed and performed by the Drag-Along Rightholder. The aggregate consideration received by the Drag-Along Rightholder and its Affiliates and the Drag-Along Sellers shall be allocated among them in accordance with Section 9.13. Notwithstanding the foregoing, if the Sachs Affiliated Parties validly deliver a Put Option Notice exercising their Put Option with respect to 100% of their Membership Interests held by them at such time pursuant to Section 9.11(e)(iv) in respect thereof, then no Drag-Along Rightholder may exercise any of its rights pursuant to this Section 9.8 until the applicable Put Right Price has been determined in accordance with this Agreement (and the 120-day period referred to above shall be "tolled" pending such determination), and no Transfer by the Drag-Along Rightholder may be completed until Triarc shall have been exercised or canceled, as applicablesatisfied its obligations under Section 9.11.

Drag-Along Rights. If any shareholder or group of shareholders holding in the aggregate more than 50% of the then outstanding shares of New Common Stock (a) Subject to Sections 4.04(g) and 4.05collectively, if a Shareholder (the “Drag-Along SellerHolder”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any transfer at least 75% of their then-outstanding shares of any class of Shares that results in a Change of Control New Common Stock (i) other than to any Third Party an Affiliate or Parties or (ii) to any Person in connection with an IPO), or to otherwise effect a reorganization or restructuring sale of the Company as determined by the Board Company, whether through merger, consolidation, share exchange, business combination, sale or disposition of Directors (the “Board”) so long as assets, or otherwise, in each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (case to an unaffiliated third party purchaser or equivalent securities) of the successor entity to the Company (the “acquirer, such Drag-Along TransfereeHolder may require each other shareholder (a “Dragged Seller”) to participate in a single such transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”)) on a pro rata basis (except that, the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing election of the Drag-Along Sale) Holder, a Dragged Seller may be required to exercise include all of its equity in such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion Sale if such Dragged Seller, together with its affiliates, holds less than 1% of Shares held by each the Company’s then-outstanding common equity or, if such other StockholderDragged Seller is an employee of the Company or any of its subsidiaries, rollover in customary amounts) if, and only if, (ix) for the same consideration per share or unit Drag Threshold (as defined below) has been met and (y) at least 75% of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability consideration for payment of any exercise price with respect thereto. If the Drag-Along Sale is paid in cash and/or publicly traded securities; provided, however, that such drag-along rights shall expire upon the effectiveness of an initial public offering of the Company. In connection with such Drag-Along Sale, each shareholder will (i) consent to, vote in favor of, raise no objection to and waive and refrain from exercising any appraisal or dissenter’s rights claim or any claim of fiduciary breach (but not consummated with respect to any Common Shares acquired upon exercise of claim that such options, or the Drag-Along Sale is not consummatedbeing effected in accordance with the terms set forth in the New Corporate Governance Documents) and (ii) obtain any required consents and take any and all reasonably necessary action in furtherance of the Drag Along Sale at the Company’s expense and subject to other customary terms and conditions (including, such options but not limited to, limitation of liability in excess of consideration received, pro rata indemnification and no non-compete restrictions) reasonably acceptable to the Required Consenting Unsecured Creditors. Management of the Company shall not be deemed not required to have been exercised agree to any non-compete, non-solicit or canceledsimilar restrictive covenants in connection with a Drag-Along Sale that are more restrictive in any manner than those (in scope, as applicableduration or otherwise) to which management is then subject. “Drag Threshold” shall mean the approval of at least (i)(a) 66- 2⁄3% (5 of 7) Directors and (b) 55% of the then-outstanding shares of New Common Stock or (ii) 85% (6 of 7) Directors.

Drag-Along Rights. (a) Subject If at any time prior to Sections 4.04(ga Company Initial Public Offering, Holdings or any Company Stockholder (any such Person for purposes of this Section 2.05(a), the "Transferor") and 4.05, if wishes to transfer all of the shares of Company Common Stock owned by it (provided that such shares of Company Common Stock constitute more than 50% of all shares of Company Common Stock on a Shareholder Fully Diluted Basis (as defined in the Warrants) at such time) in a bona fide sale to any Person (the “"Proposed Transferee") pursuant to which the consideration to be paid by the Proposed Transferee consists solely of cash and freely tradeable securities with an active public market and the Transferor will not receive, in connection with the transactions contemplated at the time of such transfer, any other securities or options to acquire securities of the Company, then the Transferor shall have the right (the "Drag-Along Seller”Right") proposes to Transfer require each Warrant Securityholder to sell to the Proposed Transferee for the same per share consideration received by the Transferor all of the Conversion Shares and Warrants (not includingcalculated, however, any pledge, encumbrance or hypothecation) any shares in the case of any class Warrants, on the number of Conversion Shares that results in a Change of Control (ifor which such Warrant is exercisable at such time) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined held by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), Warrant Securityholder. To exercise the Drag-Along Seller may at its option require Right, the Transferor shall first give to the Company and each other Stockholder Warrant Securityholder (pursuant to Transfer a list provided by the Company) a written notice (a "Drag-Along Portion Notice") executed by the Transferor and the Proposed Transferee and containing (a) the number of shares of Company Common Stock that the Proposed Transferee proposes to acquire from the Transferor and its Permitted Transferee, and certifying that such shares constitute all of the class shares of Shares Company Common Stock owned by the Transferor and its Permitted Transferees and more than 50% of the shares of Company Common Stock on a Fully Diluted Basis at such time, (“Drag-Along Rights”b) then held by such other Stockholder, the name and address of the Proposed Transferee and (subject to c) the proposed purchase price, terms of payment and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same material terms and conditions as of the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Proposed Transferee's offer, if required (d) a statement by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If Proposed Transferee that the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable.Proposed

Drag-Along Rights. (a) Subject to Sections 4.04(g) 4.02(e), 4.02(f), 4.03 and 4.054.04, if a the Crestview Shareholder (the “Drag-Along Seller”) proposes enters into an agreement to Transfer (not including, however, any pledge, encumbrance sell all or hypothecation) any shares substantially all of any class of Shares that results in its Company Securities to a Change of Control (i) to any Third Party (whether pursuant to a merger acting through Parent, stock sale or Parties or otherwise) (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to all Other Shareholders to, and the Other Shareholders shall, (i) Transfer the Drag-Along Portion of the class of Shares Company Securities (“Drag-Along Rights”) then held by every Other Shareholder (and shall not exercise any appraisal or dissenter’s rights that may otherwise be available to any such other StockholderOther Shareholder under applicable law), and (ii) subject to and at the closing of the Drag-Along Sale) to , exercise such number of options or warrants for Common Shares held by such other Stockholder every Other Shareholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by Company Securities of each such other StockholderOther Shareholder, (i) in each case for the same consideration per share or unit of Share as the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, Drag-Along Seller and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder Other Shareholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place lieu of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such optionsany options or warrants, or the Drag-Along Sale is not consummated, any options or warrants exercised or canceled in contemplation of such options Drag-Along Sale shall be deemed not to have been exercised or canceled, as applicable.applicable 23

Drag-Along Rights. (ai) Subject to Sections 4.04(gIf the Stockholders holding, in the aggregate, more than fifty percent (50%) and 4.05of the outstanding Stockholder Shares (collectively, if a Shareholder (the “Drag-Along SellerSellers”) proposes elect to Transfer (not includingall of their Stockholder Shares to one or more independent, howeverunaffiliated third parties, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single one transaction or in a series of related arms-length transactions, and then the Drag-Along Sellers shall have the right (any such Transfer, a the “Drag-Along SaleRight”), but not the Drag-Along Seller may at its option require each other Stockholder obligation, to Transfer the Drag-Along Portion cause all, but not less than all, of the class of Shares other Stockholders (collectively, the “Drag-Along RightsStockholders”) then held by such other Stockholder), and (subject to and at the closing all of the Drag-Along Sale) Stockholders shall have the obligation, to exercise such number of options tender to the third party for Common purchase all Stockholder Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise Stockholders on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred apply to the Drag-Along Transferee, if required Sellers. The Drag-Along Stockholders will use their reasonable best efforts to cooperate in the Drag-Along Right sale and will take all necessary and desirable actions in connection with the consummation of the Drag-Along Right as reasonably requested by the Drag-Along Seller Sellers and shall be obligated to exercise such options, may, join on a pro rata basis (based on the number of Stockholder Shares to be Transferred) in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If indemnification or other obligations that the Drag-Along Sale is not consummated Sellers reasonably agree to provide in connection with such Transfer; provided, however, that such other obligations of each Drag-Along Stockholder shall only include reasonable representations and warranties relating only to their title to and authority to Transfer their Stockholder Shares, the enforceability of their obligations in connection with the Transfer of their Stockholder Shares, the absence of any conflict with any agreement binding upon them by the Transfer of their Stockholder Shares, and the absence of or prior compliance with any known third party approval or notice required to Transfer their Stockholder Shares (other than any such obligations that relate specifically to a particular Drag-Along Stockholder or particular group of Stockholders based on such Stockholder(s) being officers of the Company or owning in excess of 15 percent (15%) of the Stockholder Shares to be transferred to such prospective transferee(s) such as indemnification with respect to any Common Shares acquired upon exercise of representations and warranties given by such options, or the Drag-Along Sale is not consummatedStockholder regarding such Drag-Along Stockholder’s title to his or her Stockholder Shares; provided, such options that no Drag-Along Stockholder shall be deemed not obligated in connection with such Transfer to have been exercised agree to indemnify or canceled, as applicablehold harmless the prospective transferee(s) with respect to an amount in excess of the net cash proceeds paid to such Drag-Along Stockholder in connection with such Transfer).

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05At any time commencing on or after May 1, 2014, if one or more Shareholders (for the purposes of this Section 2.11, the “Initiating Shareholders”) owning at least a majority of the issued and outstanding Share Capital of the Company (on a fully-diluted basis counting all issued options, warrants and convertible securities) may, in connection with a bona fide cash offer (a “Drag-Along Offer”) by a third party who is not an Affiliate of the Company or any Shareholders (for the purposes of this Section 2.11, a “Third Party”) to acquire all of the then outstanding Shares or all or substantially all of the assets or businesses of the Company (no matter how the transaction may be structured), require each other Shareholder (each a “Drag-Along Shareholder”) to sell to such Third Party all of the Shares then held by such Shareholder or to vote their Shares in favor of such transaction if other than a sale of Shares as provided below; provided, however, that: (i) the Drag-Along Shareholders shall not be obligated to execute and deliver any document which (A) requires such to make representations or warrants regarding any aspect whatsoever of the business or prospects of the Company and/or its Subsidiaries, provided that such Drag-Along Shareholders (so long as the Initiating Shareholders do at least the same), shall make representations and warranties to the effect that (x) such Drag-Along Shareholder is the legal and beneficial owner(s) of the securities being sold in the sale, free and clear of all liens, claims, security interests, restrictions, agreements of sale or other encumbrances (other than any imposed by this Agreement, as amended and restated, and (y) such Drag-Along Shareholder has the capacity or power and authority to effect such sale), (B) would subject such to restrictive covenants, or (C) requires such Drag-Along Shareholder to be obligated for any indemnification or other obligations other than (so long as the Initiating Shareholders do at least the same) (1) the obligation to join on a pro-rata basis (but not on a joint and several basis), based on its respective share of the aggregate proceeds paid by the purchaser in such sale (but only up to the amount of net proceeds actually received by such Drag-Along Shareholder in the sale), in any indemnification that the Initiating Shareholders have agreed to, and (2) any such obligations that relate specifically to a particular Shareholder such as indemnification with respect to representations and warranties given by a Shareholder regarding such Shareholder’s title to and ownership; (ii) if the Initiating Shareholders elect to exercise their rights under this Section 2.11(a), such Drag-Along Shareholder receives cash in such sale. If the Initiating Shareholders elect to exercise their right to compel a sale pursuant to this Section 2.11, the Initiating Shareholders will cause a written notice of the Drag-Along Offer (the “Drag-Along SellerNotice”) proposes to Transfer (not includingbe delivered to each of the other Shareholders, howeversetting forth the aggregate consideration, any pledge, encumbrance or hypothecation) any shares the identity of any class of Shares that results in a Change of Control (i) to any the Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of and the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same principal terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicablethereof.

Drag-Along Rights. (a) Subject to Sections 4.04(g) Section 3.5(g), an Initiating Drag-Along Seller shall be entitled to give, or direct the Company to give and 4.05if so directed by the Initiating Drag-Along Seller the Company shall so promptly give, if written notice (a Shareholder (the “Drag-Along SellerSale Notice”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “New Class A Stockholders that such Initiating Drag-Along Transferee”) in a single transaction Seller or in the Company has entered into one or a series of related transactionstransactions (including any merger or consolidation) involving the sale, transfer, exchange or conversion of a majority of the issued and outstanding shares of the DTI Common Stock to any Person (any other than the Company and its Subsidiaries, one or more Affiliates or Permitted Transferees of such Transfer, Initiating Drag-Along Seller) (a “Drag-Along Sale”), and that such Initiating Drag-Along Seller is requiring the New Class A Stockholders (all New Class A Stockholders participating in a Drag-Along Sale pursuant to this Section 3.5, the “Dragged-Along Sellers,” together with the Initiating Drag-Along Seller and all other Persons (other than any Affiliates of the Initiating Drag-Along Seller) who otherwise are transferring, have a contractual obligation to transfer, or have exercised a contractual or other right to transfer, DTI Securities in connection with such Drag-Along Sale, the “Drag-Along Sellers”) to participate, agree and take such actions reasonably necessary to sell in such Drag-Along Sale, on the same price per share equivalent of DTI Common Stock, consideration, terms and conditions as the Initiating Drag-Along Seller and in the manner set forth in this Section 3.5, a number of DTI Securities held by such Dragged-Along Seller determined by multiplying (A) the number of DTI Securities held by such Dragged-Along Sellers at the time the Drag-Along Seller may at its option require each other Stockholder to Transfer the Sale notice for such Drag-Along Portion Sale is given, by (B) a fraction, expressed as a percentage, the numerator of which is the class number of Shares DTI Securities to be transferred by the Initiating Drag-Along Seller and its Permitted Transferees in such Drag-Along Sale and the denominator of which is the total number of DTI Securities held at such time by the Initiating Drag-Along Seller and its Permitted Transferees (such fraction, the “Drag-Along RightsSale Percentage”). The Drag-Along Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) then held by days prior to each of the consummation of such Drag-Along Sale and the delivery of a Drag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration to be received for such DTI Securities, (iii) the identity of the other Stockholder, and (subject Person(s) party to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (iiv) for the same consideration per share or unit a detailed summary of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same all material terms and conditions as of the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transfereeproposed transfer, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If (v) the Drag-Along Sale is Percentage, (vi) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not consummated with respect to any Common Shares acquired upon exercise be less than fifteen (15) days after the delivery of such options, notice) and (vii) any action or actions required of the Dragged-Along Sellers in connection with the Drag-Along Sale Sale. In the event that more than one MD Stockholder and/or more than one SLP Stockholder is not consummatedthe Initiating Drag-Along Seller, then all such options transferring MD Stockholders and/or SLP Stockholders, as the case may be, shall be deemed not treated as the Initiating Drag-Along Seller, and the DTI Securities held and to have been exercised or canceledbe transferred by such MD Stockholders and/or SLP Stockholders, as applicablethe case may be, shall be aggregated as set forth in Section 6.15, including for purposes of calculating the applicable Drag-Along Sale Percentage. If the MD Stockholders and MSD Partners Stockholders are transferring some, but not all of their DTI Common Stock or vested in-the-money Company Stock Options in any Drag-Along Sale, each of the New Class A Stockholders shall be entitled to transfer the same proportion of the DTI Securities it holds as the proportion, in the aggregate, of the MD Stockholders’ and the MSD Partners Stockholders’ DTI Common Stock and vested in-the-money Company Stock Options being sold by the MD Stockholders and the MSD Partners Stockholders in such Drag-Along Sale, relative to the total number of all such DTI Securities held by the MD Stockholders and the MSD Partners Stockholders (with each vested in-the-money Company Stock Option counting as a share of DTI Common Stock for purposes of the foregoing calculation).

Drag-Along Rights. If a Proposed Transferee (awhich is neither a Stockholder or an Affiliate of a Stockholder) Subject agrees to Sections 4.04(g) and 4.05purchase, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactionsbona fide arm’s length transaction, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available from one or more Selling Stockholders sufficient to Transfer cause a Change in Control, and the relevant DragNon-Along Portion Selling Founding Stockholders and the Company do not exercise their right to purchase the Offered Shares under Section 1.1, the Selling Stockholders or any of Shares held by each such them shall have the right to compel the other Stockholder, (i) for Stockholders to participate in the sale to the Proposed Transferee at the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, time and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred offered to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect theretoSelling Stockholders. If the Drag-Along Sale Selling Stockholders exercise the rights provided by this Section, the Selling Stockholders shall provide written notice to the other Stockholders at least 20 days prior to the consummation of the sale, setting forth (i) the name and address of the Proposed Transferee and the number of Shares proposed to be transferred; and (ii) the proposed amount of consideration and terms and conditions of payment offered by such Proposed Transferee (if the proposed consideration is not consummated with respect cash, the notice shall describe the terms of the proposed consideration); and each of the other Stockholders shall be required to any Common sell a number of Shares acquired upon exercise to the Proposed Transferee equal to (x) the total number of Shares owned by such optionsother Stockholder, multiplied by (y) the percentage represented by the ratio of the number of Shares being sold by the Selling Stockholders to the total number of Shares owned by the Selling Stockholders, all on an as converted basis. Notwithstanding the foregoing, a Stockholder need not participate in such sale if the Stockholder is required to provide joint and several indemnification to the Proposed Transferee, or is required to indemnify the Drag-Along Sale is not consummatedProposed Transferee for damages in an amount equal to more than the Stockholder’s pro rata share of damages based on the percentage of the Company’s outstanding shares of common stock on a fully diluted basis, which are owned by such options shall be deemed not to have been exercised or canceled, as applicableStockholder.

Drag-Along Rights. If at any time the Stockholders holding collectively at least sixty-five percent (a65%) Subject to Sections 4.04(g) of the then-issued and 4.05outstanding Stock held by all Stockholders, if calculated on a Shareholder Fully Diluted Basis (each such holder, a “Control Seller” and collectively the “Drag-Along SellerControl Sellers”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in approve a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring Sale of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), then, without any further action or approval by the Board, each Stockholder who is not a Control Seller ( each, a “Non”Control Seller”), shall consent to and raise no objections against the Drag-Along Seller may at its option require each other Stockholder to Transfer Sale or the process by which the Drag-Along Portion of Sale is undertaken, and if the class of Shares (“Drag-Along RightsSale is structured as a sale of Stock (the “Sale Stock”), each Non-Control Seller shall, if requested by the Control Sellers, sell (or otherwise Transfer) then held such Non-Control Seller’s Sale Stock (or any portion thereof if requested), on the same terms and conditions approved by such other Stockholderand applicable to the Control Sellers (including, and (subject if necessary, by conve11ing their Stock Equivalents into the Stock to and at the closing of be sold in the Drag-Along Sale) and as set forth in this Article V. Each Non-Control Seller shall promptly take all actions deemed necessary or desirable (in the sole judgment of the Control Sellers) in connection with, and to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer facilitate the relevant consummation of, the Drag-Along Portion Sale, including the execution of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securitiesall agreements and instruments as requested by, and (iii) otherwise on the same terms and conditions as applicable to, the Drag-Along Seller; provided that any other Stockholder that holds options Control Sellers. Without limiting the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transfereeforegoing, (a) if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise structured as a merger, consolidation, joint venture or similar transaction, each Non-Control Seller shall vote in favor of such optionstransaction and waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation and (b) if the Drag-Along Sale is structured as a sale or exchange of Stock, each Non-Control Seller shall agree to sell or exchange its Sale Stock on the terms and conditions approved by the Control Sellers and upon which the Control Sellers agree to sell or exchange their Sale Stock. The Company shall use reasonable efforts to notify the Non-Control Sellers in writing not consummatedJess than fifteen ( 15) days prior to the proposed consummation of a Drag-Along Sale; provided, such options shall be deemed however, that each Non-Control Seller agrees not to have been exercised directly or canceledindirectly (without the prior written consent of the Company) disclose to any other Person (other than to such Non-Control Seller’s legal counsel in confidence, as applicableotherwise necessary to protect such Non-Control Seller’s rights under this Agreement or as otherwise required by law) any information related to such potential Sale of the Company.

Drag-Along Rights. If the Remaining Shareholders elect not to exercise their Right of First Offer under Section 3(b)(i), and the Initiating Shareholder is a holder of at least twenty-five percent (25%) of the outstanding Common Stock and further, that subsequently, such Initiating Shareholder negotiates a Third Party Sale at a price not less than the price set forth in the Offer, the Remaining Shareholders may be required to Transfer all (but not less than all) of their Common Stock (including the Warrant and/or Warrant Shares) then owned by them in such Third Party Sale to the proposed transferee (the "Drag Along Right"), such to effect a sale of all of the outstanding Common Stock. Each Remaining Shareholder will receive from the proposed transferee, the same consideration to be received by the Initiating Shareholder for its Common Stock (including the Warrant and/or Warrant Shares), in such Third Party Sale. To exercise the Drag Along Right, the Initiating Shareholder shall first give to the Company and to each Remaining Shareholder a written notice (a "Drag Along Notice") containing (a) Subject the name and address of the proposed transferee, and (b) the proposed purchase price, terms of payment and other material terms and conditions of the Third Party Sale. Each Remaining Shareholder shall thereafter be obligated to Sections 4.04(g) and 4.05, if a Shareholder (sell to the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any proposed transferee its shares of any class Common Stock subject to such Drag Along Notice, such Remaining Shareholder a "Drag Along Shareholder", provided, that, the sale is consummated within ninety (90) days of Shares delivery of the Drag Along Notice, provided, further, that results in a Change of Control (i) any instruments of conveyance and transfer for such sale shall not include any representations and warranties of such Drag Along Shareholder except such representations and warranties as are ordinarily given by a seller of securities with respect to any Third Party or Parties or (ii) such seller's authority to any Person sell, enforceability of agreements against such seller, such seller's good title in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder such securities and good title in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity such securities to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and be acquired at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, sale and (ii) in cashthat all representations and warranties, notescovenants, and/or marketable securities, indemnities and (iii) otherwise on agreements shall be made by the same terms Initiating Shareholder and conditions as the Drag-each Drag Along Seller; provided Shareholder thereunder severally and not jointly and that any other Stockholder that holds options liability of the exercise price per share Initiating Shareholder and the Drag Along Shareholder thereunder shall be borne by each of which is greater than the per share price at which the Common Shares are to be Transferred them on a pro rata basis determined according to the Drag-Along Transferee, if required number of shares of Common Stock sold by the Drag-Along Seller to exercise such options, may, in place each of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect theretothem. If the Drag-Along Sale such sale is not consummated with respect within such ninety (90) day period, then each affected Remaining Shareholder may sell, but shall no longer be obligated to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummatedsell, such options shall be deemed not Remaining Shareholder's shares of Common Stock pursuant to have been exercised or canceled, as applicablesuch Drag Along Notice.

Drag-Along Rights. (a) Subject If, (i) between the Effective Date and the Second Closing (if any), NII Telecom proposes to Sections 4.04(gTransfer all of the Shares to a third party, or, (ii) from and after the Second Closing (if any) Investor proposes to Transfer Shares to a third party and such Transfer would result in a Change of Control (each of the third parties described in clauses (i) and 4.05(ii) above, if a “Proposed Drag-Along Transferee” and, such proposal, a “Drag-Along Disposition”), the proposing Shareholder (the “Dragging Shareholder”) will have the right (a “Drag-Along Right”) at any time to require each Other Shareholder to participate in such Drag-Along Disposition with such Proposed Drag-Along Transferee by selling the same proportion of such other Shareholder’s Shares as is equal to the proportion of the Dragging Shareholder’s Shares being sold under the Drag-Along Disposition on the same terms and conditions and in the same ratio as are set forth in the written notice provided to the Other Shareholders given not less than 30 days prior to the closing of the transactions contemplated by the proposed Drag-Along Disposition in accordance with Section 2.8(b) (the “Drag-Along SellerNotice”) proposes ); provided, that where the Dragging Shareholder is NII Telecom, NII Telecom shall only be entitled to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control exercise its Drag-Along Right either: (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of where Investor achieves the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred Investor Drag Threshold pursuant to the Drag-Along TransfereeDisposition; or (ii) where the condition in (i) is not met, if required NII Telecom pays to Investor, at the same time as the transfer of the Shares by Investor under the terms of set out in this Section 2.8, an amount in immediately available cash or, if applicable, such Marketable Securities received by NII Telecom pursuant to the Drag-Along Seller Disposition (in the same proportion as received by NII Telecom) equal to exercise the difference between (i) the amount required to satisfy the Investor Drag Threshold and (ii) the consideration received by Investor for the transfer of their Shares on the terms of set out in this Section 2.8. Each Shareholder transferring Shares pursuant to this Section 2.8 will pay its pro rata share (based on the total proceeds allocable to such options, may, Shareholder from the sale pursuant to this Section 2.8) of the costs and expenses (including attorneys’ fees) incurred by the Dragging Shareholder and the Company in place connection with such Drag-Along Disposition. The consideration payable to the Other Shareholders pursuant to any Proposed Drag-Along Disposition shall only take the form of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect theretocash or Marketable Securities. If the consideration payable to the Dragging Shareholder takes the form of cash and/or Marketable Securities, such Dragging Shareholder may at its option elect that the Other Shareholders transferring their Shares in the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise Disposition shall receive cash in lieu of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableMarketable Securities.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) For so long as each Stockholder Heartland is entitled to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in the Company maintains their proportionate economic and voting interest in the capital stock (event that one or equivalent securities) more of the successor entity to the Company Heartland Entities (the “Drag"DRAG-ALONG RIGHTHOLDERS") receive a bona fide offer from a Tag-Along Transferee”Third Party Purchaser to purchase (including a purchase by merger) in all or substantially all of the Shares held by the Heartland Entities or all or a single transaction substantial portion of the Common Stock or in a series consolidated assets of related transactions, and (any such Transfer, a “Drag-Along Sale”)the Company, the Drag-Along Rightholders may send written notice (the "DRAG-ALONG NOTICE") to the Company and the other Stockholders (the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller may at receiving such notice shall be obligated to (i) sell all of its option require each other Stockholder to Transfer Shares in the transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) Notice for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, Share and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per Rightholders (including payment of its pro rata share of which is greater than all costs associated with such transaction) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause the per share price at which the Common consummation of such transaction, including voting its Shares are to be Transferred to in favor of such transaction and not exercising any appraisal rights in connection therewith. The obligations of the Drag-Along TransfereeSellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, if required by the each Drag-Along Seller shall have the right to exercise such options, may, receive cash and/or other consideration in place the same form and amount per share of such exercise, submit consideration paid to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale Rightholders in such transaction or any other transaction related thereto (such as a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is not consummated given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to any Common Shares acquired upon exercise of such options, or the its applicable pro rata share; and (iii) no Drag-Along Sale is not consummated, such options Seller shall be deemed not obligated under the terms of any agreement respecting any transaction subject to have been exercised or canceled, as applicablethis Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Seller in such transaction.

Drag-Along Rights. Notwithstanding any provision of this Agreement to the contrary, if, at any time after the Effective Date, both the Series B Preferred Stockholders holding a Series B Majority and the Series C Preferred Stockholders holding a Series C Majority propose to effect a Deemed Liquidation Event (a) Subject to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along SellerTransaction”) proposes to Transfer (), such Series B Preferred Stockholders and Series C Preferred Stockholders shall be entitled to, but shall not includingbe obligated to, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring require each of the other Company as determined by the Board of Directors Stockholders or other persons or entities holding any Equity Securities (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfereach, a “Drag-Along SaleStockholder”) to join in (participating pro rata in the same proportion that the Equity Securities owned by each such Series B Preferred Stockholder, Series C Preferred Stockholder and Drag-Along Stockholder (determined on an as-if-converted, Common Stock-equivalent basis with respect to all Equity Securities, including the Preferred Stock) represents to all of the issued and outstanding Equity Securities of the Company (on an as-if-converted, Common Stock-equivalent basis)), and to include in and to sell any and all of the Equity Securities held by such Drag-Along Stockholder in the Drag-Along Seller may at its option require Transaction, in each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholdercase, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same proportionate, Common Stock-equivalent consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as such Series B Preferred Stockholders and Series C Preferred Stockholders propose to sell their shares of Preferred Stock (after payment to the Preferred Investor Stockholders of all preferences and dividends payable as to the Preferred Stock (the “Preferred Preferences”), as described in the Charter, with all Equity Securities within any particular series or class being treated for such purposes on equivalent terms (after payment of the Preferred Preferences); provided, however that the Series A Investor Stockholders shall not be subject to any Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Transaction unless such Drag-Along Transferee, if required Transaction either (a) ensures payment in full (in cash proceeds) of all preferences and dividends payable as to outstanding Series A Preferred Stock as described in the Charter; or (b) has been approved by the a Series A Majority. The closing of any Drag-Along Seller Transaction shall occur not less than thirty (30) days after delivery of written notice by the Series B Preferred Stockholders and Series C Preferred Stockholders to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the all Drag-Along Sale Stockholders stating the applicable terms and timing thereof, promptly upon which notice all such Drag-Along Stockholders shall execute such documents and take such other actions as necessary for or incidental to such closing, and each Drag-Along Stockholder hereby grants to the Company its power of attorney, which is not consummated durable and coupled with an interest and shall survive the death or disability of such Drag-Along Stockholder, to execute and deliver any and all documents, and to take any and all other actions, as reasonably necessary in connection with such Drag-Along Stockholder’s sale of its Equity Securities pursuant to this Section 3.4. Upon any closing of a Drag-Along Transaction, the Series B Preferred Stockholders, the Series C Preferred Stockholders and any and all Drag-Along Stockholders shall have been deemed to have sold and disposed of their Equity Securities in their entirety pursuant to the applicable terms of such Drag-Along Transaction, and shall retain no further right with respect to any Common Shares acquired upon exercise of such options, Equity Securities other than the right to receive the consideration paid or the Drag-Along Sale is not consummated, payable in respect thereof in connection with such options shall be deemed not to have been exercised or canceled, as applicablesale.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05Until such time, if ever, as Viant consummates a Shareholder Qualified Public Offering, if Members representing more than 50% of the outstanding Common Units on an as converted basis (the “Drag-Along SellerSellers”) proposes desire to Transfer effect a Sale of Viant to a Person other than Time Inc.’s Affiliates (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single bona fide transaction for cash and/or equity of a class of securities which is then listed or in quoted on the New York Stock Exchange or quoted on the NASDAQ Stock Market System (including cash and/or equity securities, the receipt of which may be deferred pursuant to an escrow, earnout, milestone payment, note or other mechanism pursuant to which a series portion of related transactionsthe sale proceeds are deferred beyond the Initial Closing (as defined below) (collectively, and “Contingent Consideration”)) (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller Sellers may at its option require each other Stockholder all Members to Transfer sell the same pro rata portion of their respective Units (including, without limitation, only for purposes of the calculations set forth in this Section 11.1 and without requiring any such actual conversion, assuming the conversion of all Preferred Units to be sold into Common Units so that the sale will be on an as-converted basis) as the proportion of Units (including, without limitation, only for purposes of the calculations set forth in this Section 11.1 and without requiring any such actual conversion, assuming the conversion of all Preferred Units to be sold into Common Units so that the sale will be on an as-converted basis) the Drag-Along Portion of the class of Shares (“Sellers propose to sell to any Drag-Along Rights”) then held by Transferee in such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise Sale on the same terms and conditions as apply to those Units sold by the Drag-Along Seller; provided that any Sellers (except as set forth below). Such Members other Stockholder that holds options than the exercise Drag-Along Sellers are referred to herein as the “Compelled Sellers”. Any consideration received at (or within three (3) days of) the initial closing of such Drag-Along Sale (the “Initial Closing”) is referred to herein as the “Initial Closing Consideration.” Notwithstanding anything to the contrary herein but subject to the proviso set forth in this sentence, the Executives and Plan LLC shall not be required to sell their Units (the “Compelled Units”) in a Drag-Along Sale if the portion of the purchase price per share of which to be received by the Compelled Sellers at the Initial Closing for the Compelled Units is not (x) all cash, and (y) in the aggregate, at least equal to or greater than the per share price Adjusted OIBDA Multiple Value (as defined in the Put/Call Agreement, but assuming for purposes of this calculation that (i) the determination date is the proposed closing date of the Drag-Along Sale and the calculation will be made for the twelve (12) months ending on the last day of the most recently completed fiscal quarter prior to such Initial Closing, (ii) the “Employee Interests” as used in the definition of “Adjusted OIBDA Multiple Value” in the Put/Call Agreement shall be the Compelled Units, and (iii) such calculation shall not be subject to the Time Liquidation Preference Election (as defined in the Put/Call Agreement) (the “Minimum Drag-Along Consideration”); provided, however, that the Compelled Sellers shall be required to sell the Compelled Units in a Drag-Along Sale pursuant to this Section 11.1 if the Compelled Sellers receive an amount equal to or greater than the Minimum Drag-Along Consideration at which (or within three (3) days of) the Common Shares are Initial Closing, and such amount is paid in all cash. The difference between the Minimum Drag-Along Consideration and the amount the Compelled Sellers would have received pursuant to Section 13.2 is referred to herein as the “Catch-Up Amount”. In addition, notwithstanding anything to the contrary herein, the Compelled Sellers shall only be required to accept consideration in the form of Contingent Consideration if the Compelled Sellers shall have received Initial Closing Consideration at least equal to the Minimum Drag-Along Consideration, and such amount is paid in all cash. For purposes of this Section 11.1, it is understood and agreed that, in the event the Initial Closing Consideration to be Transferred paid by a Drag-Along Transferee does not include sufficient cash to pay the Drag-Along Sellers the Minimum Drag-Along Consideration in all cash, then Holding or its Affiliates may pay the Compelled Sellers an amount in cash at (or within three (3) days of) the Initial Closing to make up the difference. In the event Holding or its Affiliate pays such amount in cash, the amounts of consideration to be paid to the Drag-Along TransfereeSellers and the Compelled Sellers shall be adjusted accordingly. For example, if required by the consideration to be received in a Drag-Along Seller Sale is all equity securities and the Compelled Sellers are entitled to exercise such optionsa Minimum Drag-Along Consideration of $40 million, may, Holding or its Affiliate may pay the Compelled Sellers $40 million in place of such exercise, submit cash and the consideration to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If be received in the Drag-Along Sale is would be adjusted such that Holding would receive the $40 million of equity securities that the Compelled Sellers would have otherwise received; provided that if Holding or its Affiliate elect not consummated with respect to any Common Shares acquired upon exercise of such optionspay the Compelled Sellers $40 million in cash on (or within three (3) days of) the Initial Closing, or the Compelled Sellers shall not be required to sell the Compelled Units in a Drag-Along Sale is not consummated, such options shall be deemed not pursuant to have been exercised or canceled, as applicablethis Section 11.1.

Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05Section 8.06, if a Shareholder at any time the Majority Investors jointly in their capacities as Members (collectively, the “Drag-Along Seller”) proposes propose to Transfer (not including, however, Units and/or any pledge, encumbrance or hypothecation) any shares of any class of Shares that results other Equity Securities in a Change transaction or series of Control (i) to any Third Party or Parties or (ii) to any Person in connection with transactions that qualifies as a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”)Transaction, the Drag-Along Seller may at its option require each Member that is not the Drag-Along Seller (the “Other Members”), and each Other Member hereby agrees, if such Drag-Along Transaction is structured as a Transfer of Units and/or other Stockholder Equity Securities (whether by sale of Units or other Equity Securities, merger, consolidation, reorganization or otherwise) to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, Class A Units and (subject to and at the closing Class B Units that are or will become Vested Class B Units as a result of the Drag-Along Sale) to exercise such number of options for Common Shares Transaction then held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise Other Member on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred applicable to the Drag-Along TransfereeSeller and the price per unit to be received by each Member will be determined as if the Company had been sold for the valuation implied by the price per Unit being paid in such Drag-Along Transaction (by extrapolating such valuation to a sale of all of the Units to the extent that such Drag-Along Transaction is not a sale of all of the Units) and the proceeds of such sale had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 5.02. All Other Members shall reasonably cooperate in, if required and shall take all actions requested by the Drag-Along Seller that are reasonably necessary or desirable to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If consummate the Drag-Along Sale is not consummated with respect Transaction, including (i) to the extent applicable, voting their respective Equity Securities (or executing and delivering any Common Shares acquired upon exercise written consents in lieu thereof) in favor of such options, or the Drag-Along Sale is not consummatedTransaction and all actions deemed reasonably necessary by the Drag-Along Seller in connection with the Drag-Along Transaction, such options (ii) subject to Section 8.06, entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller (except for FS, who shall in no event be deemed not required to have been exercised be bound by any non-competition, non-solicitation or canceledsimilar covenant or agreement), as and (iii) if applicable, taking all actions necessary to cause the Board of Managers to approve the Drag-Along Transaction.

Drag-Along Rights. Section 3.1. From and after the Preferred Closing, the SL Shareholder shall be entitled to give written notice (a) Subject to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along SellerSale Notice”) proposes to Transfer the Investor Holders that the SL Shareholder desires to enter into, or cause the Company or the Dragged-Along Sellers (not includingas defined below) to enter into, however, any pledge, encumbrance one or hypothecation) any shares a series of any class of Shares related transactions that results in constitutes a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring whether as part of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and “multi track” process) (any such Transfer, a “Drag-Along Sale”) to any bona fide third party (excluding for the avoidance of doubt the Company and its Subsidiaries) (“Drag Transferee”), and that the SL Shareholder is requiring the Investor Holders (all Investor Holders participating in a Drag-Along Sale pursuant to this Section 3.1, the “Dragged-Along Sellers”, together with the SL Shareholder and all other Persons who otherwise are transferring, have a contractual obligation, or have exercised a contractual or other right to transfer, the Capital Stock of the Company in connection with such Drag-Along Sale, the “Drag-Along Sellers”) to participate, agree and take such actions reasonably necessary to sell in such Drag-Along Sale, on the same price (such price per share, calculated on an As-Converted Basis as necessary, the “Drag-Along Purchase Price”), consideration, terms and conditions as the SL Shareholder and in the manner set forth in this Section 3.1, all of the Series B Preferred Shares, Underlying Shares that have been issued to such Dragged-Along Seller upon conversion of Series B Preferred Shares and Acquired Ordinary Shares, in each case, then held by the Dragged-Along Sellers (such shares, in respect of each Dragged Along-Seller, the “Dragged-Along Shares”); provided, that if the Drag-Along Seller may at its option require each other Stockholder Sale is consummated prior to Transfer the Drag-Along Portion fifth (5th) anniversary of the class of Shares (“Drag-Along Rights”) then held by such other StockholderPreferred Closing, and (subject the SL Shareholder shall only be entitled to and at exercise its rights set forth in this Article III if the closing SL Shareholder or its Affiliates pays, or causes to be paid, substantially concurrently with the completion of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for to the same consideration per share or unit Initial Investor Holder, the Initial Investor Holder Top-Up Payment and (ii) to any Other Dragged-Along Seller, the Other Dragged-Along Seller Top-Up Payment. The Drag-Along Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) days prior to the consummation of such Drag-Along Sale setting forth (i) the number and type of each class of Capital Stock of the relevant class of SharesCompany proposed to be transferred, (ii) in cash, notes, and/or marketable the consideration to be received for such securities, and (iii) otherwise on the same terms and conditions as identity of the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred Person(s) party to the Drag-Along TransfereeSale, if required by (iv) a detailed summary of all other material terms and conditions of the Drag-Along Seller to exercise such optionsSale, may, in place (v) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not be less than fifteen (15) days after the delivery of such exercise, submit to irrevocable cancellation thereof without notice) and (vi) any liability for payment action or actions required of any exercise price the Dragged-Along Sellers in connection with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableSale.

Drag-Along Rights. A. In the event the Brentwood Group and the Aurora Group (a) Subject in such capacity, the Brentwood Group and the Aurora Group being referred to Sections 4.04(g) and 4.05, if a Shareholder (collectively as the “"Drag-Along Seller”Group") proposes determine in writing to Transfer accept an offer from an unaffiliated third party (not including, however, any pledge, encumbrance or hypothecation) any shares other than an Affiliate of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing member of the Drag-Along SaleGroup) to exercise acquire 100% of the outstanding shares of Company Stock, then, subject to Section V.C below, at the option of the Drag-Along Group, each of the other Stockholders shall sell, and shall cause any Affiliate of such number other Stockholder to sell, all shares of options for Common Shares Company Stock held by such other Stockholder as is required in order that a sufficient number of Common Shares are available or Affiliate pursuant to Transfer such offer to purchase (the relevant "Drag-Along Portion Sale"). All holders of Shares held by each such other Stockholder, Company Stock (i) for shall receive in the Drag-Along Sale the same consideration per share or unit of the relevant each class of SharesCompany Stock, shall be subject to the same terms and conditions of sale and shall otherwise be treated equally or, where appropriate, pro rata based upon the number of shares of such class of -------- Company Stock held by each Stockholder, and (ii) shall execute such documents and take such other actions, including the voting of shares or acting by written consent, as may be reasonably required by the Drag-Along Group in cash, notes, and/or marketable securities, and (iii) otherwise order to effect the Drag-Along Sale. Any such sale by any Stockholder shall be on the same terms and conditions as the proposed Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required Sale by the Drag-Along Seller to exercise such optionsGroup; provided, may-------- however, that all selling Stockholders shall share pro rata, based upon the ------- -------- number of shares of each class of Company Stock being sold by each Stockholder, in place any escrow or holdback (which shall be limited to 20% of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price the cash consideration received by all Stockholders with respect thereto. If to the shares of Company Stock) established for the purpose of satisfying indemnity liabilities to the purchaser in the Drag-Along Sale is not consummated (other than liabilities for breaches of Title Representations, which shall be the sole responsibility of the selling further provided, however, except for breaches of Title Representations, each ---------------- -------- selling Stockholder's sharing obligation hereunder with respect to such indemnity or other liabilities shall be limited to such escrow or holdback. In no circumstance whatsoever, except breaches of Title Representations, shall any Common Shares acquired upon exercise recourse be had against any selling Stockholder, whether by levy or execution or under any law or by the enforcement of any assessment or penalty or otherwise (it being understood that, except with respect to breaches of Title Representations, the sole source for enforcing a selling Stockholder's sharing obligation hereunder shall be such options, escrow or holdback). Any amount returned to selling Stockholders from such escrow or holdback shall be returned pro rata in -------- proportion to the number of shares of Company Stock held by each of them. The consideration for the Drag-Along Sale is not consummatedmay be in any form; provided, however, that such options shall be deemed not consideration must include cash (exclusive of cash -------- ------- deposited in escrow or holdback) in an amount sufficient to have been exercised or canceled, as applicableallow each participant in the Drag-Along Sale to pay its federal and state taxes on the transaction at assumed rates equal to the highest applicable federal and state rates.

Drag-Along Rights. (a) Subject to Sections 4.04(g) Section 4.5(h), an Initiating Drag-Along Seller shall be entitled to give, or direct the Company to give and 4.05the Company shall so promptly give, if written notice (a Shareholder (the “Drag-Along SellerSale Notice”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “other Stockholders that such Initiating Drag-Along Transferee”) in Seller or the Company has entered into a single transaction or in a series of related transactions, and Qualified Sale Transaction (any such Transfer, a “Drag-Along Sale”), and that such Initiating Drag-Along Seller is requiring the other Stockholders (all Stockholders participating in a Drag-Along Sale pursuant to this Section 4.5, the “Dragged-Along Sellers,” and together with the Initiating Drag-Along Seller and all other Persons (other than any Affiliates of the Initiating Drag-Along Seller) who otherwise are transferring, have a contractual obligation to transfer, or have exercised a contractual or other right to transfer, DTI Securities in connection with such Drag-Along Sale, the “Drag-Along Sellers”) to participate, agree and take such actions reasonably necessary to sell in such Drag-Along Sale, on the same price per share equivalent of DTI Common Stock, consideration, terms and conditions as the Initiating Drag-Along Seller and in the manner set forth in this Section 4.5, a number of DTI Securities held by such Dragged-Along Seller determined by multiplying (A) the number of DTI Securities held by such Dragged-Along Seller at the time the Drag-Along Sale Notice for such Drag-Along Sale is given by (B) a fraction, expressed as a percentage, the numerator of which is the number of DTI Securities to be transferred by the Initiating Drag-Along Seller may and its Permitted Transferees in such Drag-Along Sale and the denominator of which is the total number of DTI Securities held at such time by the Initiating Drag-Along Seller and its option require each other Stockholder Permitted Transferees (such fraction, the “Drag-Along Sale Percentage”), subject to Transfer adjustment pursuant to the Drag-Along Portion of the class of Shares (“Sale Priority as contemplated in Section 4.5(c). The Drag-Along Rights”Sale Notice shall be delivered to all Dragged-Along Sellers at least fifteen (15) then held by days prior to each of the consummation of such Drag-Along Sale and the delivery of a Drag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration to be received for such DTI Securities, including any Additional Consideration received, (iii) the identity of the other Stockholder, and (subject Person(s) party to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (iiv) for the same consideration per share or unit a detailed summary of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same all material terms and conditions as of the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transfereeproposed transfer, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If (v) the Drag-Along Sale is Percentage, (vi) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not consummated with respect to any Common Shares acquired upon exercise be less than fifteen (15) days after the delivery of such options, notice) and (vii) any action or actions required of the Dragged-Along Sellers in connection with the Drag-Along Sale is Sale. In the event that any MD Related Party directly or indirectly receives any Additional Consideration in connection with any Drag-Along Sale, the value of such Additional Consideration (as reasonably determined by the Board, subject to the consent of the SLP Stockholders, not consummatedto be unreasonably withheld, such options conditioned or delayed) shall be deemed not to have been exercised part of the consideration paid or canceledpayable to the MD Stockholders in respect of their DTI Securities in such Drag-Along Sale transaction and shall be reflected in the amount offered by the proposed transferee set forth in the applicable Drag-Along Sale Notice. In the event that more than one MD Stockholder and/or more than one SLP Stockholder is the Initiating Drag-Along Seller, then all such transferring MD Stockholders and/or SLP Stockholders, as applicablethe case may be, shall be treated as the Initiating Drag-Along Seller, and the DTI Securities held and to be transferred by such MD Stockholders and/or SLP Stockholders, as the case may be, shall be aggregated as set forth in Section 9.16, including for purposes of calculating the applicable Drag-Along Sale Percentage. Notwithstanding anything in this Section 4.5 to the contrary, but subject to Section 4.5(c), if the MD Stockholders and the MSD Partners Stockholders are transferring some, but not all of their DTI Common Stock or vested in-the-money Company Stock Options in any Drag-Along Sale, each of the other Stockholders shall be entitled to transfer the same proportion of DTI Common Stock held by it as the proportion, in the aggregate, of the MD Stockholders’ and the MSD Partners Stockholders’ DTI Common Stock and vested in-the-money Company Stock Options (relative to the MD Stockholders’ and the MSD Partners Stockholders’ total number of such DTI Securities) that are being sold by the MD Stockholders and the MSD Partners Stockholders in such Drag-Along Sale. For the avoidance of doubt, no DTI Securities that are subject to any vesting or similar condition may be transferred prior to such time as such DTI Securities have fully vested; provided, that it is understood that if such DTI Securities vest in connection with such Drag-Along Sale, such DTI Securities shall be required to be transferred in connection therewith in accordance with this Section 4.5.

Drag-Along Rights. (a) Subject to Sections 4.04(g) this Section 4.01 and 4.05Section 4.02, if a Shareholder the Avista Entities (together, the “Drag-Along Seller”) proposes propose to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares less than 50% of their collective Aggregate Ownership of any class of Shares that results in Company Securities to a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and bona fide sale (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder all Employee Shareholders (i) to Transfer the Drag-Along Portion of the such class of Shares Company Securities (“Drag-Along Rights”) then held by such other Stockholderevery Employee Shareholder, and (ii) subject to and at the closing of the Drag-Along Sale) , to exercise such number of options or warrants for Common Shares such class of Company Securities held by such other Stockholder every Employee Shareholder as is required in order that a sufficient number of Common Shares such class of Company Securities are available to Transfer the relevant Drag-Along Portion of Shares held by Company Securities of each such other StockholderEmployee Shareholder, (i) in each case for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, Company Securities and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; , provided that any other Stockholder Employee Shareholder that holds options or warrants the exercise price per share of which is greater than the per share price at which the Common Shares such class of Company Securities are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof (subject to Section 4.01(b)) without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares Company Securities acquired upon exercise of such options, options or the Drag-Along Sale is not consummatedwarrants, such options or warrants shall be deemed not to have been exercised or canceled, as applicable. The Drag-Along Seller shall provide notice of such Drag-Along Sale to the Employee Shareholders (a “Drag-Along Sale Notice”) not later than 10 days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the transferee, the number and class of Company Securities subject to the Drag-Along Sale, the type and amount (or value) of consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. The number of Company Securities to be sold by each Employee Shareholder shall be the Drag-Along Portion of the class of Company Securities that such Shareholder owns. Each Employee Shareholder shall be required to (v) participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice, (w) to tender all its Company Securities as set forth below, (x) waive dissenter’s and/or appraisal rights (if any) with respect to the Drag-Along Sale, (y) vote or consent in favor of such transaction and (z) take any other necessary or appropriate action in furtherance of the foregoing. The price payable in such Transfer shall be the Drag-Along Sale Price. Not later than 10 days after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Employee Shareholders shall deliver to the representative of the Drag-Along Seller designated in the Drag-Along Sale Notice the certificate and other applicable instruments representing the Company Securities of such Employee Shareholder to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Drag-Along Seller or such representative to Transfer such Company Securities on the terms set forth in the Drag-Along Notice and otherwise on the terms and conditions applicable to the Drag-Along Seller or otherwise more advantageous to the Drag-Along Seller than set forth in the Drag-Along Notice and wire transfer instructions for payment of the cash portion of the consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.01(a) at the closing for such Drag-Along Sale against delivery to such Shareholder of the consideration therefor. If an Employee Shareholder should fail to deliver such certificates to the Drag-Along Seller, the Company (subject to reversal under Section 4.01(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.01(a) and that such Company Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) Subject the consideration to Sections 4.04(gbe received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and 4.05, if a Shareholder (its Direct Permitted Transferees shall have sold the “same percentage of their holdings of Common Stock as sold by the Drag-Along Seller”) proposes to Transfer (not includingShareholders; provided, however, any pledgethat MCLLC and its Direct Permitted Transferees will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $20.00 per share (as adjusted for Adjustments) of the Common Stock, encumbrance or hypothecation) any and provided, further, that if Sponsor and its Affiliates are selling all of their shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person Common Stock in connection with a reorganization or restructuring such Substantial Change of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”)Control, the Drag-Along Seller may at its option require each other Stockholder Shareholders will be required to Transfer sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Portion of Shareholders shall not be required to make any representations and warranties other than the class of Shares (“Shareholder Representations. In addition, no Drag-Along Rights”) then held by such other Stockholder, and Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (subject to and at the closing of the a "Drag-Along SaleTransaction") (with respect to exercise such number Shareholder's Shareholder Representations) in ex- cess of options for Common Shares held the consideration received by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each Shareholder in such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Transaction and no such Drag-Along Transferee, if Shareholder shall be required by the to participate in any escrow relating to such Drag-Along Seller to exercise Transaction in excess of the amount of Common Stock such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale Shareholder is not consummated with respect required to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not sell pursuant to have been exercised or canceled, as applicablethis Section 4.03.

Drag-Along Rights. (a) Subject If at any time the Sponsor Group receives an offer from a Third Party to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along Seller”) effect or otherwise proposes to Transfer (not includingeffect with a Third Party a transaction that, howeverafter giving effect to this Section 3, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in would constitute a Change of in Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), then each member of the Stockholder Group hereby agrees that, upon the request of the Sponsor Group (and/or Topco, at the direction of the Sponsor Group) pursuant to a written notice (the “Drag-Along Sale Notice”) provided by the Sponsor Group at least twenty (20) Business Days prior to the proposed consummation of such Drag-Along Sale (the “Drag-Along Notice Date”), such member of the Stockholder Group shall sell a number of Shares owned by it to such Third Party in an amount (which amount shall be determined in good faith by the Sponsor Group) up to the product (rounded to the nearest whole number) of (i) the quotient determined by dividing (x) the total number of Company Securities that are proposed to be sold by the Sponsor Group to the Third Party purchaser in the contemplated Drag-Along Sale by (y) the total number of Company Securities owned by the Sponsor Group as of the close of business on the day immediately prior to the Drag-Along Seller may at its option require each other Stockholder Notice Date, and (ii) the total number of Shares owned, or issuable upon exercise of any Stock Equivalents that are exercisable, by such member as of the close of business on the day immediately prior to Transfer the Drag-Along Portion Notice Date, at the same price per share of Stock and upon the same economic terms and conditions as the Sponsor Group, including representations, warranties, covenants, and indemnities substantially similar to those to be made by the Sponsor Group and/or Topco (except that, (x) in the case of representations and warranties pertaining specifically to the Sponsor Group and/or Topco, each member of the class of Shares Stockholder Group shall make comparable representations and warranties pertaining specifically to itself, (“y) if the Drag-Along Rights”Sale involves any non-cash consideration, any rights or restrictions with respect to the non-cash consideration payable to each member of the Stockholder Group shall be proportionate to the relative size of ownership of such non-cash consideration, but shall not include any demand registration rights or board seats, consent rights, other governance rights or equity rollover rights and (z) then held if the Drag-Along Sale provides for cash consideration but a member of the Stockholder Group is given the opportunity by the proposed Third Party to receive securities in lieu of such other Stockholdercash consideration in connection with an equity rollover or similar transaction and such member elects to do so, such rollover securities shall be deemed to be the same form of consideration as cash); provided, that (I) all representations, warranties, covenants and indemnities shall be made by the Sponsor Group and/or Topco and the members of the Stockholder Group severally and not jointly, and (subject II) the maximum liability of a member of the Stockholder Group with respect to such representations and warranties, indemnities or other similar obligations shall not exceed the value (at such time) of the closing aggregate proceeds received by such member of the Stockholder Group in connection with the Drag-Along Sale) to exercise ; provided, further, that any such number liability of options for Common Shares held such member of the Stockholder Group shall be satisfied first by the return of any cash proceeds received by such member of such Stockholder Group (including the cash proceeds from the sale of any securities or other Stockholder as is required in order that a sufficient number non-cash consideration received by such member) and second by the return of Common Shares are available to Transfer the relevant Dragany non-Along Portion of Shares held cash consideration (including securities) received by each such other Stockholder, (i) for the same consideration per share or unit member of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableGroup.

Drag-Along Rights. If Stockholders of Parent (athe “Selling Stockholders”) Subject holding a Stockholder Majority (as defined below) propose to Sections 4.04(gsell all their shares of Parent Common Stock to any unaffiliated or unrelated person in an arm’s length transaction, then the Selling Stockholders may elect to require (a “Drag-Along Right”) that Sellers sell all of the shares received as Stock Consideration in such sale transaction(s) for the same price per share as the Selling Stockholders (a “Drag-Along Transaction”). If the Selling Stockholders desire to exercise such Drag-Along Right, they shall give written notice to the Sellers of the proposed Drag-Along Transaction giving rise to the Drag-Along Right at least twenty (20) days prior to the consummation thereof (a “Drag-Along Notice”). The Drag-Along Notice shall set forth the principal terms of such proposed transaction including the amount of Parent Common Stock to be sold by the Selling Stockholders, the price per shares to be paid, the name and 4.05address of the prospective Parent and any other material terms and conditions (in reasonable detail) pertaining to such proposed transfer, if a Shareholder including without limitation, the proposed closing date (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along SaleTerms”), . If the Selling Stockholders consummate the proposed transaction to which reference is made in the Drag-Along Seller may at its option require each other Stockholder Notice, the Sellers shall be bound and obligated to Transfer sell all of his Parent Common Stock in the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise proposed transaction on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options Selling Stockholders. If properly exercised, the exercise price per share of which is greater than the per share price at which the Common Shares Sellers are hereby deemed to be Transferred have consented to the Drag-Along Transferee, if required by transaction. A “Stockholder Majority” shall mean holders of fifty (50%) percent or greater of the Drag-Along Seller to exercise such options, may, in place outstanding shares of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Parent Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicableStock.